Reference Case: Zhang Dongju et al. v. Nanjing Gangyan Venture Capital Partnership
The Beijing Higher People's Court distinguished between actually repurchasing the shares and paying damages for failing to timely complete the supporting steps for that repurchase. Although the target company could not directly pay the redemption price without first completing a capital reduction, its failure to timely push that process forward breached ancillary contractual duties, so delay damages were available. Those damages did not automatically reduce registered capital or amount to a disguised withdrawal of capital.
Holding
The Beijing Higher People's Court distinguished between actually repurchasing the shares and paying damages for failing to timely complete the supporting steps for that repurchase. Although the target company could not directly pay the redemption price without first completing a capital reduction, its failure to timely push that process forward breached ancillary contractual duties, so delay damages were available. Those damages did not automatically reduce registered capital or amount to a disguised withdrawal of capital.