Taihe · Listed Company Securities Compliance Column | The Ten-Day Statutory Deadline for Cancellation of Repurchased Shares and the Forty-Five-Day Waiting Period for Creditor Notification
Release Date:
2026-09-16
The high-quality development of the capital market hinges on the compliance foundation of listed companies. As the registration-based system is fully implemented and regulatory frameworks undergo frequent updates, securities compliance has become a central pillar for the stable operation of listed firms. Accurately aligning with regulatory guidance and fortifying compliance safeguards are critical enablers for enterprises to navigate market cycles.
To this end, we have established this dedicated column, focusing on the core areas of securities compliance for listed companies: summarizing the key points of new regulatory rules, deconstructing the rationale behind typical enforcement actions, dissecting the essence of court rulings, and thoroughly examining the practical challenges of compliance. Adopting a legal‑professional perspective, we employ clear, pragmatic language and scenario‑based analysis to interpret compliance requirements, map out risk pathways, and provide actionable guidance, helping companies strengthen their internal control systems, mitigate compliance risks, and enhance the effectiveness of their compliance management.
When compliance thrives, enterprises thrive; when compliance is stable, development is stable. We hope this column will serve as a trusted professional partner for listed companies—helping them discern regulatory trends, address compliance challenges, mitigate compliance risks, and strengthen the foundations of sustainable growth—so that together we can foster the sound and healthy development of the capital market.
Shares repurchased for the purpose of reducing the company’s registered capital must be cancelled within 10 days, whereas the creditor‑notification requirement under the capital‑reduction procedure takes 45 days. This article clarifies one key point: how the two statutory time limits governing share repurchase and cancellation can be reconciled, and how the process is typically carried out in practice in several distinct steps.
I. Two Time Regulations
When a listed company repurchases shares to reduce its registered capital, there are two time‑related requirements that cannot be bypassed.
1. Article 17 of the Rules on Share Repurchases by Listed Companies: Where shares are repurchased for the purpose of reducing registered capital, such shares shall be cancelled within ten days from the date of repurchase.
2. Article 224 of the Company Law: When a company reduces its registered capital, it shall notify creditors within ten days from the date the shareholders’ meeting adopts the resolution and publish a public announcement within thirty days. Creditors shall, within thirty days from the date of receipt of the notice or, if no notice was received, within forty-five days from the date of the public announcement, have the right to demand that the company repay their debts or provide corresponding security.
One is a “cancellation within ten days,” and the other is a “forty-five-day waiting period.” If creditors are notified only after the entire share repurchase has been completed, the ten-day window for cancellation would be insufficient.
II. Front-loading of the waiting period
Article 27 of the Rules on Share Repurchases by Listed Companies already provides room for maneuver: Where a listed company intends to cancel repurchased shares, it shall, following the shareholders’ meeting’s resolution to repurchase such shares, notify its creditors in accordance with the relevant provisions of the Company Law.
In other words, the timing for notifying creditors may be set as “after the repurchase resolution is adopted,” rather than “after the repurchase has been completed.”
The implementation period of a share repurchase plan typically spans several months. If the creditors’ 45-day filing period is calculated from the date of public disclosure of the repurchase plan, the waiting period will have already elapsed during the repurchase’s execution. Once the repurchase is completed, the procedure for canceling the repurchased shares can be initiated promptly, thereby satisfying the ten-day time requirement.
III. The Four-Step Rhythm of Practice
Step 1: During the share repurchase plan phase, simultaneously disclose notice to creditors.
Following the shareholders’ meeting’s approval of the share repurchase plan—clearly specifying that the shares will be canceled to reduce the registered capital—the company shall, concurrently or as soon as practicable, disclose a “Notice to Creditors.” At this stage, the repurchase has not yet been executed; although the announcement cannot specify the exact number of shares to be canceled, it must state the intention to cancel and reduce capital, along with the underlying rationale.
Step 2: Upon completion of the share repurchase, disclose the results of the implementation.
Upon the maturity or completion of the share repurchase, disclose the “Announcement on the Results of the Share Repurchase and Changes in Shareholdings,” specifying the actual number of shares repurchased, the total amount spent, and the intended use of the repurchased shares.
Step 3: Within ten days from the date of completion of the share repurchase, file the cancellation procedures with China Securities Depository & Clearing Corporation and the stock exchange.
The company has completed the share cancellation procedures with China Securities Depository and Clearing Corporation Limited and the stock exchanges, and has disclosed an announcement confirming the completion of the cancellation.
Step Four: Supplementary Announcement Regarding the Issuance of Repurchased Shares for Cancellation and Reduction of Registered Capital, as Well as Notification to Creditors.
Since the creditor‑notification announcement, disclosed concurrently with the shareholders’ meeting’s deliberation of the share‑repurchase plan, did not specify the exact number of shares to be reduced, a supplementary notice to creditors may be issued at an appropriate time. This supplementary notice will clearly set forth the changes in the registered capital before and after the reduction. Following the approval of the subsequent capital reduction and the corresponding amendment to the articles of association by the shareholders’ meeting, this notice may serve as supporting documentation for the industrial and commercial registration amendment process.
IV. Case Analysis
Take Greebo (301260) as an example:
On May 23, 2024, the shareholders’ meeting was held and approved the “Proposal on the Share Repurchase Plan.” On the same day, the company issued the “Announcement Regarding the Repurchase of Shares for Cancellation and Reduction of Registered Capital, as Well as Notification to Creditors.”
On May 22, 2025, the share repurchase program was completed; on May 28, 2025, the company finalized the cancellation of the repurchased shares.
On September 16, 2025, a shareholders’ meeting was convened to deliberate and approve the proposal to reduce the registered capital and amend the Articles of Association.
On September 29, 2025, the company disclosed the “Supplementary Announcement Regarding the Repurchase of Shares for Cancellation and Reduction of Registered Capital, as Well as Notification to Creditors”;
On December 1, 2025, the industrial and commercial change registration will be completed.
(This article reflects the author’s personal views and is intended solely for informational purposes; it does not constitute legal advice or an interpretation of the law by Taihe Law Firm. This disclaimer is hereby made.)
This article is published by Jiangsu Taihe Law Firm. The author is Jiangsu Taihe Law Firm, and the copyright belongs to the author. Please cite the original source when reprinting; any violation will be prosecuted.
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