People's Republic Of China Company Law (2005 Revision)

Original Language Title: 中华人民共和国公司法(2005年修订本)一

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(December 29, 1993 session of the Standing Committee of the national people's Congress, adopted at the fifth meeting on December 25, 1999, the 13th meeting of the Standing Committee of the ninth the modification of People's Republic of China law, the first amendment of the decision on August 28, 2004 deputies of the 11th meeting of the Standing Committee on the changes of People's Republic of China law, the decision of the second amendment October 27, 2005 deputies of the 18th meeting of the Standing Committee on October 27, 2005 People's Republic of China President to 42nd, published since January 1, 2006) contents chapter I General provisions chapter II establishment of a limited liability company and organization section I section II established a limited liability organization section III special provisions on the company's fourth quarter of State-owned companies
    Provisions of chapter III transfer of shares of a limited liability company the fourth chapter establishment of the Corporation and organization section I section II section III of the general meeting of shareholders the Board of Directors established Supervisory Board, Manager, fourth section section fifth special provisions on the Organization of the fifth chapter of listed companies limited liability company's shares section II of section I of the issue and transfer of shares shares Sixth chapter company director, and prison thing, and senior management personnel of qualification and obligations seventh chapter company bonds eighth chapter company financial, and accounting Nineth chapter company merged, and Division, and increased funding, and reduction funding tenth chapter company dissolved and liquidation 11th chapter foreign company of branch institutions 12th chapter legal responsibility 13th chapter schedule first chapter General first article to specification company of organization and behavior, protection company, and shareholders and creditors of lawful rights and interests of, maintenance social economic order, promote social
    The development of the Socialist market economy, this law is enacted.
    Company referred to in this law, in accordance with article II of this law in China the establishment of limited liability companies and joint stock limited. Companies are enterprise legal persons article, has an independent corporate property, legal property rights.
    Company liability for company's debts, with all of its property.
    Limited liability company shareholders are limited to the subscribed capital of the company held responsible; limited shareholders to subscribe for shares of the corporation responsible for the company.
    Fourth shareholders enjoy the asset income, right to participate in major decisions and choose managers.
    Fifth company engaged in business activities shall abide by the laws and administrative regulations, abide by social morality, business ethics, honesty and trustworthiness, and accept supervision by the Government and the public, and social responsibility.
    The legitimate rights and interests protected by law of the company, shall be inviolable. Sixth company established, it shall be registered with the company registration authority for the establishment.
    Meet the conditions for the establishment of provisions of this law, by the companies Registration Office separately registered as a limited liability company, or Corporation; does not meet the requirements provided for in this law, shall not be registered as a limited liability company, or Corporation.
    Provides for the establishment of legal and administrative regulations must be reported to the approval of the company, should be before the registration of the company to obtain approval in accordance with law.
    Public enquiries to the company registration authority for company registration, company registration authority shall provide query services. Article seventh company established by law, by the company registration authority shall issue a business license.
    Date of issuance of the business license of the company for the company to set up dates.
    Company business license shall include the company name, domicile, registered capital and paid-up capital, business scope, the name of the legal representative of such matters.
    Item recorded in the company's business license is changed, the company shall register such changes, by a new license to the company registration authority.
    Article eighth limited liability companies established in accordance with this law, must be in the firm name of a limited liability company or limited company.
    Company limited established in accordance with this law, must be in the firm name of a limited liability company or joint-stock companies. Nineth changed to a limited liability company joint stock limited company shall comply with the conditions of the Corporation under this Act.
    Company changed to a limited liability company shall comply with the conditions of limited liability companies under the law.
    Limited liability company limited, or limited liability company changed to a limited liability company, before the change of creditor's rights and debts of the company by the company inherited after the change.
    Article tenth of the company with its principal place of business for the residence. Article 11th must be formulated according to law, the articles of incorporation of the company.
    The articles on the company, its shareholders, directors, supervisors and senior managers are binding. 12th company by company regulations, and shall be registered.
    Company may amend the articles of incorporation, change the scope, but shall register such changes.
    The company's operating scope of laws, administrative regulations, subject to approval of projects shall be approved according to law. 13th company legal representatives in accordance with the articles of Association of the company, chaired by the Chairman and Executive Directors or managers, and shall be registered.
    Change of the legal representative of the company shall register such changes. 14th company can set up branch offices. Establishment of a branch, shall apply to the company registration office to register to obtain business licenses.
    Which do not have legal personality, and the civil responsibility to be borne by the company.
    The company may establish subsidiaries, subsidiary with a legal personality, shall bear civil liability.
    15th companies can invest in other enterprises, but, unless otherwise provided by law, shall not be a bear joint and several liability for the debts of the Enterprise Fund.
    16th company investments in other enterprises or provide others with guarantees, in accordance with the company's articles of Association, resolutions of the General Assembly by the Board of directors or the shareholders ' meeting, shareholders; articles on investments or guarantees of total and individual investment or a limited amount of collateral provided, shall not exceed the prescribed limits.
    For the company's shareholders or the actual control of the company to provide security, must be approved by the shareholders ' meeting or the shareholder General Assembly resolutions. The provisions of the preceding paragraph shareholders or actual control of dominant shareholders in the preceding paragraph, shall not vote in the matters prescribed in the preceding paragraph.
    The vote by a majority of the votes held by shareholders attending the meeting approved.
    17th the company must protect the legitimate rights and interests of workers, legally enter into labor contracts with the workers, social security, strengthen labor protection, and achieve workplace safety.
    Companies should take a variety of forms, strengthen vocational education and job training, improve the quality of staff. Article 18th and workers of the company in accordance with the People's Republic of China Law on trade unions to organize, carry out trade union activities and safeguard their legitimate rights and interests. Company shall provide necessary activity conditions for the company Trade Union.
    Trade Union representatives of the workers of the company workers ' compensation, work hours, benefits, insurance and labor safety and health law collective contracts with the company.
    Company in accordance with the provisions of the Constitution and relevant laws, the representatives of the employees or other forms, practise democratic management.
    Decision on restructuring of the company, as well as significant business problems, develop when major rules, company shall solicit views from trade unions and representatives of the employees or other forms of listening to their views and recommendations. 19th in the company, according to the provisions of the party Constitution, establishment of Communist party organizations, carry out the party's activities.
    The company shall provide the necessary conditions for the activities of the party organization.
    Article 20th shareholder shall abide by the laws, administrative regulations and the articles of Association, shareholders ' rights according to the law, and shall not abuse of shareholder rights undermine the interests of other shareholders or the company; not abuse corporate independence and shareholders ' limited liability damage the interests of the creditors of the company.
    Rights of shareholders the shareholders of the company to the company or cause losses to other shareholders, shall bear the liability for damages.
    Company shareholders of corporate independence and shareholders ' limited liability, evading debts, seriously damage the interests of the creditors of the company, it shall bear joint and several liability for the debts of the company.
    21st the controlling shareholder, actual control of the company, directors, supervisors and senior management officers are permitted to use their relationship harm the company's interests.
    Violation of the provisions of the preceding paragraph and causes losses to the company, shall assume the liability.
    22nd company shareholder meeting or the shareholder General Assembly, resolutions of the Board of violations of laws and administrative regulations are invalid.
    Shareholders ' meeting or general meeting of shareholders, Board of Directors meeting brought together program, voting violates laws, administrative regulations or the articles or content violates the resolution the articles of incorporation, shareholder may, within 60 days from the date of the resolution, request the people's Court to withdraw.
    Shareholders sued in accordance with the provisions of the preceding paragraph, the people's Court may upon request of the company to require a shareholder to provide appropriate guarantees.
    Company according to the shareholder meeting or the shareholder General Assembly, resolutions of the Board of Directors shall register such changes, people's Court declared the resolution null and void or rescind the resolution, the company shall be registered with the company registration authority for the cancellation of the change.
    Second chapter limited responsibility company of established and organization institutions first section established 23rd article established limited responsibility company, should has following conditions: (a) shareholders meet quorum; (ii) shareholders funded reached statutory capital minimum limit; (three) shareholders common developed company articles; (four) has company name, established meet limited responsibility company requirements of organization institutions; (five) has company residence.
    24th limited liability companies set up by 50 or fewer shareholders. 25th article limited responsibility company articles should contains Ming following matters: (a) company name and residence; (ii) company business range; (three) company registered capital; (four) shareholders of name or name; (five) shareholders of funded way, and funded amount and funded time; (six) company of institutions and produced approach, and terms, and rules of procedure of the rules; (seven) company statutory representative people;

    (H) the meeting of the shareholders deem necessary to provide for other matters.
    Shareholders should be signed and sealed by the company's articles. 26th the registered capital of a limited liability company registered with the company registration authority for all shareholders subscribed capital.
    All shareholders of the company registered capital shall not be less than the amount of funding for the first time 20%, shall not be less than the statutory minimum amount of the registered capital, and the rest by shareholders since the company was established within two years from the date paid, in which investment firms can be paid within five years. Minimum amount of the registered capital of a limited liability company is RMB 30,000 yuan.
    Legal and administrative regulations on the minimum amount of the registered capital of a limited liability company with higher provisions from its provisions.
    27th shareholder may use cash, or in kind, intellectual property rights, land use rights, can use the monetary valuation of non-monetary property and can legally transfer pricing, investment, however, laws, administrative regulations, except for those as capital property. Non-monetary assets for investment should be evaluated to verify the property may not be overvalued or undervalued price.
    On the valuation provisions of laws and administrative regulations, from its provisions.
    All the shareholders ' capital contribution shall not be less than the amount of registered capital of a limited liability company 30%. 28th shareholder shall make full payment of their subscription as specified in the articles of the company contributions.
    Shareholders to cash, cash deposit the full amount shall be a limited liability company to open bank accounts funded by non-monetary property, shall go through the formalities for the transfer of its property rights.
    Shareholders in accordance with the provisions of the preceding paragraph the capital contributions, in addition to the company paid out, should also be liable to the shareholders who already funded regular pay for breach of contract.
    Article 29th shareholders the capital contributions, must be verified by a legally established institution and issue a certificate.
    Article 30th shareholders financed by the capital verification institution established by law for the first time after the capital, designated by all the shareholders of the representative or jointly entrusted agent to the company registration Office submitted to the company registration certificates and other documents, articles of Association, capital, applying for establishment registration.
    31st after the establishment of a limited liability company, found that as the establishment of a company contribution of currency amounts significantly lower than the actual price level pricing by the company's articles, should be funded by the delivery of the shareholders make up the balance established bear joint and several liability of the other shareholders of the company.
    32nd after the establishment of a limited liability company shall issue an investment certificate to its shareholders.
    Capital contribution certificate shall contain the following particulars: (a) company name, (ii) the date of establishment of the company, (iii) the company's registered capital; (d) paid by the shareholder's name, and the amount and date of payment; (e) the investment certificate number and date of issuance.
    Investment certificate by the seal of the company.
    33rd limited liability company shall maintain a share register, record the following: (a) the shareholder's name and address; (b) the amount of shareholders ' capital contribution; (c) the investment certificate number.
    The shareholders recorded in the register of shareholders, according to the register of shareholders, claim the exercise of shareholders ' rights. Shareholders of the company shall name or registered name and capital contribution to the company registration authority; change of registered particulars shall register such changes.
    Without the registration or change of registration, not against a third party.
    34th shareholders are entitled to inspect, copy, company articles of Association, shareholders ' meetings, Board meeting resolutions, resolutions of the Supervisory Board and the financial accounting reports. Shareholders may request to consult the accounting books of the company. Shareholders asked to check accounting books of the company, shall submit a request in writing, and illustration. Inspection company has reasonable grounds to believe that shareholders accounting books had an improper purpose, you may damage the legitimate interests of the company, you can refuse to provide access, and shall request in writing of shareholders within 15th of written replies to the shareholders together with the reasons.
    Company refused to provide inspection, the shareholders may request the people's Court asked the companies to provide access. 35th shareholders take dividends in proportion to the amount actually paid; when the company additional capital, shareholders are entitled to priority in accordance with the ratio of capital contribution actually paid subscribed shares.
    However, all the shareholders in proportion to the amount prescribed get dividends or not in proportion to the amount of priority subscription-funded otherwise.
    36th after the founding of the company, shareholders are prohibited from flight of capital contribution. Organization section II 37th limited liability company will be formed by all the shareholders.
    Shareholders are the company's authority, exercises its powers in accordance with this law.
    38th article shareholders will exercise following terms: (a) decided company of business approach and investment plans; (ii) election and replaced non-by workers representative served as of Director, and prison thing, decided about Director, and prison thing of paid matters; (three) considered approved Board of report; (four) considered approved Board of supervisors or prison thing of report; (five) considered approved company of annual financial budget programme, and accounts programme; (six) considered approved company of profit distribution programme and make up losses programme;
    (VII) adopt resolutions on the increase or reduction of the registered capital of the company, (VIII) adopt resolutions on the issuance of corporate bonds and (IX) on the merger, Division, dissolution, liquidation or transformation of the company to make resolutions, (10) amending the Regulation (11) other authorities prescribed by the articles of the company.
    On the matters listed in the preceding paragraph to the shareholders unanimously agree in written form, may not hold shareholders ' meetings, decisions directly, and by all the shareholders in the decision documents signed and sealed.
    39th meeting of the shareholders for the first time convened and presided over by funding up to the shareholders, exercises its powers in accordance with the provisions of this law.
    40th meeting of the shareholders is divided into regular meetings or interim meetings. Regular meetings shall be in accordance with the provisions of the articles of the company held on time.
    Representing one-tenth of the voting shareholders, more than one-third of Directors, supervisory board or Board of supervisors of company's supervisors proposed the convening of ad hoc meetings, shall convene a provisional meeting.
    41st limited liability company has a Board of Directors, the shareholders ' meeting called by the Board, presided over by the Chairman and Chairman is unable to perform his duties or fails to perform duties, presided over by Vice Chairman; Deputy Chairman is unable to perform his duties or fails to perform duties, presided over by the half of the directors elected a Director.
    Limited liability companies do not have a Board of Directors, the shareholders ' meeting, convened and presided over by the Executive Director.
    The Board or the Executive Director cannot perform or not perform duties of convening shareholders ' meetings, by the Supervisory Board or Board of supervisors of company's supervisors convened and chaired or supervisor is not convened and presided over the Board of supervisors, representing one-tenth of the voting rights of the shareholders may convene and preside over their own.
    42nd convened meetings of shareholders shall inform all shareholders prior to the meeting 15th, but incorporation provides otherwise or unless otherwise agreed by all the shareholders.
    Shareholders should decide on the matters as records, shall sign the minutes of the meeting of shareholders attending the meeting.
    Article 43rd shareholders ' meetings shareholders shall exercise their right to vote, but, except as otherwise provided in the articles of the company.
    44th the proceedings of shareholders and voting procedure, except as provided in this Act, a prescribed by the regulations.
    Meetings of shareholders to amend the company's articles, resolutions of the increase or reduction of the registered capital, merger, Division, dissolution or transformation of the company's resolutions must be adopted by the shareholders representing two-thirds of the voting rights.
    Article 45th limited liability company Board of Directors, whose members are three to 13 people; however, the 51st except as otherwise provided by this law. Two or more State-owned enterprises, or more than two other State-owned investors invest in limited liability company, whose Board members should be representative of the employees of the company; another limited liability company Board members representative of the employees of the company.
    Staff representative on the Board of Directors the company through congresses, trade unions or other forms of democratically elected by the General Assembly. Board of Directors shall have one Chairman and Vice-Chairman.
    Chairman, Vice Chairman of the method prescribed by the regulations. Article 46th directors for the period as specified in the articles, but a term of no more than three years.
    Expiry of the term of Directors, shall be eligible for re-election.
    Expiry of the term of Directors failing to hold elections or resign during his term caused less than a quorum of the members of the Board of Directors, in front of the directors to be elected to Office, the directors shall, in accordance with provisions of laws and administrative rules and regulations and the articles of incorporation, perform functions of Director. 47th article Board on shareholders will is responsible for, exercise following terms: (a) convened shareholders will Conference, and to shareholders will report work; (ii) implementation shareholders will of resolution; (three) decided company of business plans and investment programme; (four) developed company of annual financial budget programme, and accounts programme; (five) developed company of profit distribution programme and make up losses programme; (six) developed company increased or reduced registered capital and issued company bonds of programme; (seven) developed company merged, and Division, and
    Dissolution or transformation of the company's programs; (VIII) decided the internal management structure of; (IX) decided to appoint or dismiss the company managers and their remuneration and upon nomination by the manager decided to appoint or dismiss company's Deputy Manager, head of finance and remuneration; (j) to develop the basic management scheme of the company; and (11) other authorities prescribed by the articles of the company.
    48th meeting, convened and presided over by the Chairman of the Board of Directors; of the Chairman is unable to perform his duties or fails to perform duties, convened and presided over by Vice Chairman; Deputy Chairman is unable to perform his duties or fails to perform duties, by more than half of Directors elected shall convene and preside over a Director.
    49th article discussion and voting procedures of the Board of Directors, except as provided in this Act, a prescribed by the regulations.
    Board of Directors shall decide on the matters as records, the directors attending the meeting shall sign the minutes of the meeting. Voting on a resolution of the Board of Directors, one person, one vote.

    50th limited liability company may have a Manager, by the Board of Directors decided to appoint or dismiss.
    Manager on board is responsible for, exercise following terms: (a) presided over company of production business management work, organization implementation Board resolution; (ii) organization implementation company annual business plans and investment programme; (three) developed company internal management institutions set programme; (four) developed company of basic management system; (five) developed company of specific regulations; (six) drew attention to the appointment or dismissed company Deputy Manager, and financial head;
    (VII) should be decided by the Board of Directors decided to appoint or dismiss except appoint or dismiss personnel responsible for the management of outside and (VIII) other powers and functions delegated by the Board.
    Otherwise provided in the regulations to the position as Manager of the company, from its provisions.
    Managers attend Board meetings. 51st with relatively few shareholders limited liability companies or smaller, you can have an Executive Director, no Board of Directors.
    Executive Director may serve as Manager of the company.
    Executive Directors by the company articles of Association. 52nd limited liability company shall have a supervisory board, which shall not be less than three.
    Relatively small number of shareholders limited liability companies or smaller, you can have one or two supervisors, no Board of supervisors. Supervisory Board should include representatives of the shareholders and appropriate proportion of the representatives of employees of the company, with staff representatives per cent shall not be less than one-third, specific percentage prescribed by the regulations.
    Employee representative on the Board of supervisors by the workers of the company through congresses, trade unions or other forms of democratically elected by the General Assembly. Board of supervisors shall have a President, elected by a majority of all supervisors.
    Chairman of the Supervisory Board shall convene and preside over meetings of the Supervisory Board; Chairman of the Supervisory Board is unable to perform his duties or fails to perform duties, by more than half of the supervisors elected a supervisor shall convene and preside over the meeting of.
    Directors and senior management shall not serve concurrently as a supervisor. 53rd supervisor for three years of the term.
    Supervisors term shall be eligible for re-election.
    Failing to hold elections supervisors term expires, or supervisors resigned during his term caused less than a quorum of the members of the Supervisory Board, elected supervisor in modified prior to taking office, the supervisor shall, in accordance with laws, administrative regulations and the articles of Association of the company, perform functions of supervisors. 54th article Board of supervisors, and not set Board of supervisors of company of prison thing exercise following terms: (a) check company financial; (ii) on Director, and senior management personnel implementation company positions of behavior for supervision, on violation legal, and administrative regulations, and company articles or shareholders will resolution of Director, and senior management personnel proposed recall of recommends; (three) Dang Director, and senior management personnel of behavior damage company of interests Shi, requirements Director, and senior management personnel be corrected; (four) proposed held temporary shareholders will Conference,
    In the Board of directors fails to observe the provisions of this law shall convene and preside over the duty of meetings of shareholders shall convene and preside over meetings of shareholders; (e) to submit proposals to the shareholders ' meeting (vi) in accordance with the provisions of this law article 152th, instituted proceedings against the directors, senior management and (VII) other authorities prescribed by the articles of the company.
    55th may attend meetings of the Board of supervisors, and raises questions on matters of Board resolution or recommendation.
    The Board of supervisors, no Board of supervisors of the supervisors of the company found business exception, can conduct an investigation if necessary, you can hire accounting firms to assist their work, expenses borne by the company.
    56th Board of supervisors convene at least one meeting annually, supervisors may propose to convene an interim meeting of the Board of supervisors.
    Rules of procedure of the Supervisory Board and its voting procedures, except as provided in this Act, a prescribed by the regulations.
    Resolutions of the Supervisory Board shall be adopted by the supervisor of more than half.
    Supervisory Board should decide on the matters as records, attendance supervisor shall sign the minutes of the meeting.
    57th Board of supervisors and the Board of supervisors of the supervisors of the company from exercising the terms of reference required the cost, borne by the company.
    Section III special provisions for a limited liability company of 58th of a one-person limited liability company establishment and organization, application of the provisions of this section; this section does not require the applicable section of this chapter, the provisions of section II.
    A company with limited liability in this law, it is only a natural person shareholder or a shareholder of the limited liability company. A 59th limited liability company minimum registered capital is RMB 100,000 yuan.
    Shareholders ' contributions under the articles of Association shall be paid in full and on time. A natural person can only invest a the establishment of a limited liability company.
    The one-person limited liability company cannot set up a new limited liability company.
    60th one natural person indicated in the limited liability company shall be registered in the company-owned or corporate-owned, and set out in the company's business license.
    61st regulations formulated by the shareholders of a limited liability company. 62nd one-person limited liability company with no shareholders.
    Shareholders made decision listed in the 38th article of this law, shall be in written form and signature provisioned by the shareholders of the company.
    63rd one-person limited liability company shall, at the end of each fiscal year, prepare the financial statements and audited by an accounting firm.
    64th shareholders of a limited liability company cannot prove that own property of the property of the company independent of the shareholders shall bear joint and several liability for the debts of the company.
    Fourth section the special provisions of the State-owned company 65th State-owned company establishment and organization, application of the provisions of this section; this section does not require the applicable section of this chapter, the provisions of section II.
    This law, a State-owned company, refers to the State-funded, by the State Council and local people's governments authorize the people's Governments at the corresponding level of State-owned assets supervision and administration bodies to carry out the responsibilities of investor's limited liability company.
    66th State-owned company regulations formulated by the State-owned assets supervision and administration, or established by the Board of Directors of State-owned assets supervision and administration institution for approval. 67th State-owned company has no shareholders, and by the State-owned assets supervision and administration bodies exercising powers of shareholders.
    State-owned assets supervision management institutions can authorized company Board exercise shareholders will of part terms, decided company of major matters, but company of merged, and Division, and dissolved, and increased or reduced registered capital and issued company bonds, must by State-owned assets supervision management institutions decided; which, important of State-owned owned company merged, and Division, and dissolved, and application bankruptcy of, should by State-owned assets supervision management institutions audit Hou, reported this level Government approved.
    Important State-owned company referred to in the preceding paragraph, in accordance with the provisions of the State Council. 68th State-owned companies have a Board of Directors, in accordance with this law shall exercise of the 47th and 67th. Directors for a term of not more than three years.
    Board members should be representative of the employees of the company.
    Member of the Board of directors appointed by the State-owned assets supervision and administration institution, however, staff representative in the Board members elected by the Assembly of company employees. Board of Directors shall have one Chairman and Vice-Chairman.
    The Chairman, Deputy-Chairman from among the members of the Board of Directors of State-owned assets supervision and administration are specified. 69th State-owned companies have a Manager, appointment or removal by the Board.
    The Manager exercises its powers in accordance with article 50th.
    The State-owned assets supervision and administration, Board Member may serve concurrently as Manager.
    70th wholly State-owned company's Chairman, Vice Chairman, directors, senior managers, without consent of the State-owned assets supervision and administration, not in any other limited liability company, Corporation or other economic entity part-time.
    71st not less than five members of the Board of supervisors of State-owned company, with staff representatives per cent shall not be less than one-third, specific percentage prescribed by the regulations. Member of the Supervisory Board appointed by the State-owned assets supervision and administration institution; however, the workers ' representatives in the Supervisory Board members elected by the Assembly of company employees.
    Chairman of the Supervisory Board from among the members of the Supervisory Board by the State-owned assets supervision and administration are specified.
    The Board of supervisors to section 54th (a) to (c), under the terms of reference and other functions and powers prescribed by the State Council.
    Chapter III transfer of shares of a limited liability company 72nd among the shareholders of a limited liability company can assign all or part of it. Person other than a shareholder intends to transfer of shares shall be subject to consent by a majority of other shareholders. Shareholders on its share transfer matters written informed consent of other shareholders and other shareholders on the date of receipt of the written notice from the 30th unanswered, deemed to have agreed to the transfer.
    Other shareholders more than half agreed to the transfer, does not agree should be the transfer of shares to stockholders; not to buy, as a consent to the transfer. The shareholders consent to the transfer of shares, under the same conditions, other shareholders have the preemptive right.
    Two or more claims to exercise preemptive rights of shareholders, negotiated their purchase through consultation, in accordance with the assignment of the respective capital contribution of exercise of the right of first refusal.
    Otherwise provided in the regulations to the transfer of shares of the company, from its provisions. 73rd a people's Court according to the law enforcement procedures when transferring ownership of shareholders ' equity, shall be notified to the company and all the shareholders, the other shareholders shall have the preemptive right in the same condition.
    Other shareholders from the date of notification of the people's Court with 20th does not exercise the preemptive right is deemed waiver of pre-emption rights. 72nd, 73rd, 74th in accordance with this law after the transfer of ownership, the company shall be cancellation of the original shareholders of investment certificates, investment certificates issued to new shareholders, and to amend the company's articles and accounts of shareholders in the register of shareholders and capital contribution.
    On the articles of the amendments does not need and then voted on by the shareholders ' meeting. 75th under any of the following circumstances, shareholders will vote against the resolutions of the shareholders may request the company in accordance with the reasonable price to acquire its shares: (a) the company five years in a row not to distribute profits to their shareholders, and the five years of the company profit, the distribution conditions of and in conformity with the provisions of this law, (ii) merger, Division, transfer of the main properties of the company;

    (C) the operating period as prescribed by the articles of the company expires or other causes for dissolution prescribed by the articles appeared, the shareholders ' meeting, by resolution, amend the regulation so that the company survives.
    Within 60 days from the date of adoption of resolutions of meetings of shareholders, shareholders and the company stock purchase agreement cannot be reached, the shareholders may, within 90 days from the date of adoption of resolutions of meetings of shareholders to bring a suit before.
    76th after the natural death of a shareholder, his legal heirs may inherit his qualifications, but, except as otherwise provided in the articles of the company. Fourth chapter Corporation of established and organization institutions first section established 77th article established Corporation, should has following conditions: (a) sponsors meet quorum; (ii) sponsors subscription and raised of equity reached statutory capital minimum limit; (three) shares issued, and organized matters meet legal provides; (four) sponsors developed company articles, used raised way established of by founded Assembly through; (five) has company name, established meet Corporation requirements of organization institutions; (six) has
    The company's domicile.
    78th company limited established, may be established by sponsorship or public share offer.
    Promotion refers to all of the shares issued by the sponsor company to establish a company.
    Public share offer, is defined by the sponsor company to issue shares part of the remaining shares to the public offer to a specific object or collection, established company.
    79th established Corporation shall have two or more below 200 for the sponsor, one more than half of the sponsors are domiciled within the territory of China.
    80th company sponsors bear the preparations.
    Promoters shall sign a sponsor agreement defining their rights and obligations in the process of incorporation. 81st established way the joint stock limited company established, registered capital is registered with the company registration authority for all the promoters of total subscribed share capital. All sponsor contributions for the first time in the company registered capital shall not be less than 20%, the rest by sponsors since the company was established within two years from the date paid, in which investment firms can be paid within five years.
    In front of a paid, not to others share.
    Corporation set up by fund raising, the registered capital of the total paid-up share capital registered with the company registration authority. The minimum registered capital is RMB 5 million Yuan.
    Legal and administrative regulations has higher provisions on the minimum registered capital, from its provisions. 82nd article Corporation articles should contains Ming following matters: (a) company name and residence; (ii) company business range; (three) company established way; (four) company shares total, and each unit amount and registered capital; (five) sponsors of name or name, and subscription of shares number, and funded way and funded time; (six) Board of composition, and terms and rules of procedure of the rules; (seven) company statutory representative people; (eight) Board of supervisors of composition, and terms and rules of procedure of the rules; (nine) company profit distribution approach
    And (j) the causes for its dissolution and the method for its liquidation; (11) of the notice and notice approach, (12) the shareholders meeting deems necessary to provide for other matters.
    83rd promoter's contribution, the provisions of this law shall apply to article 27th. 84th article to launch the establishment of a joint stock limited company established way, the initiator shall acknowledge in writing the full articles of their subscription of shares; a payment, it shall pay all contributions; made in installments shall immediately pay the initial contribution.
    Funded by non-monetary property, shall go through the formalities for the transfer of its property rights.
    Sponsors are not funded in accordance with the provisions of the preceding paragraph, shall be in accordance with the promoter liable for breach of the agreement.
    Sponsors for the first time the capital contributions, shall elect a Board of Directors and Board of supervisors, to the company registration Office submitted to the company by the Board of Directors regulations, set by the law of capital verification certificate of capital verification certificate and other documents stipulated by laws and administrative regulations, applying for establishment registration.
    85th article of corporation established by public share offer, the sponsors subscribed shares shall not be less than the total number of shares of the company 35%, but otherwise stipulated by laws, administrative regulations, and from its provisions. 86th sponsors offer shares to the public, must be the prospectus, and share subscription. Share subscription shall set forth the matters covered by this law 87th, filled in by subscribers who subscribed shares, the amount, the residence, and signed and sealed.
    Paid subscribers in accordance with the subscription of shares shares.
    87th article offering manual should with sponsors developed of company articles, and contains Ming following matters: (a) sponsors subscription of shares number; (ii) each unit of coupon amount and issued price; (three) no Division stock of issued total; (four) raised funds of uses; (five) recognize unit people of right, and obligations; (six) this times offering of start term and the late not raised foot Shi recognize unit people can withdrawn by recognize shares of description.
    88th sponsors offer shares to the public, the securities company shall be established by law, and an underwriting agreement.
    89th initiators to the public share offer should agreement with banks collecting unit.
    Collection shares the Bank shall, in accordance with agreements collect and save a share, to pay a share of subscribers issue a receipt document, and assume the obligation to issue a certificate to the relevant Department. After the 90th issue of shares shares paid, must be verified by a legally established institution and issue a certificate. Sponsors shall from the date of shares paid up 30th in the hosting company's inaugural meeting.
    Was founded by the sponsor of the General Assembly, composed of subscribers.
    Issued shares exceed the prospectus deadline has not yet been fully subscribed for, or issuance of shares after the share paid, the initiator is not held in the 30th founding meeting, subscribers can pay interest on shares and deposited in a Bank, require sponsors to return. 91st initiators in the creation date of the 15th meeting of the General Assembly to inform the subscribers or make an announcement.
    Creation of total number of shares representing a majority of the General Assembly attended by sponsors, subscribers, shall be held.
    Founded Assembly exercise following terms: (a) considered sponsors on company organized situation of report; (ii) through company articles; (three) Election Board members; (four) Election Board of supervisors members; (five) on company of established costs for audit; (six) on sponsors for arrived for unit paragraph of property of pricing for audit; (seven) occurred force majeure or business conditions occurred major changes directly effect company established of, can made not established company of resolution.
    Founded the General Assembly resolution to the matters listed in the preceding paragraph, must be present at the meeting passed by a majority of the votes held by the subscribers.
    92nd sponsors, subscribers paid shares upon delivery or retained as share capital, except fails to raise enough equity, sponsor fails to hold the establishment meeting establishment or not to establish the company in the case of the resolution of the General Assembly, may not withdraw their share capital.
    93rd article Board should Yu founded Assembly end Hou 30th within, to company registration organ submitted following file, application established registration: (a) company registration applications; (ii) founded Assembly of Conference records; (three) company articles; (four) inspection funding proved; (five) statutory representative people, and Director, and prison thing of served file and ID Ming; (six) sponsors of corporate qualification proved or natural identity proved; (seven) company residence proved.
    To raise the establishment of limited public offering of shares, shall also be submitted to the company registration authority approved by the securities regulatory authority under the State Council document.
    After the 94th was established, the initiator is not paid in accordance with articles funded, should pay the other initiators bear joint and several liability.
    After the Corporation was established, and found that as the establishment of a company contribution of currency amounts significantly lower than the actual price level pricing by the company's articles, should be funded by the delivery of the sponsor make up the deficiency; other initiators shall bear joint and several liability.
    95th article Corporation of sponsors should bear following responsibility: (a) company cannot established Shi, on established behavior by produced of debt and costs negative joint responsibility; (ii) company cannot established Shi, on recognize unit people has paid of unit paragraph, negative returned unit paragraph and added is Bank earlier deposits interest of joint responsibility; (three) in company established process in the, due to sponsors of fault led company interests by damage of, should on company bear compensation responsibility. 96th when limited liability company for the limited, reduced paid up share capital shall not be higher than the total net assets of the company.
    Changed to a limited liability company joint stock limited company publicly issued shares to increase capital, should be in accordance with the law.
    97th joint stock limited company should be the company articles of Association, shareholders, company bonds, the shareholders meeting, Board meeting, the Board of supervisors meeting, provision in its financial statements for the company.
    98th shareholders are entitled to inspect the company articles of Association, shareholders, corporate bonds, shareholders ' meeting minutes, Board meeting resolutions, resolutions, financial accounting report of the meeting of the Supervisory Board, on the company's trading recommendations or questions. Section II of the 99th shareholders general meeting by all the shareholders.
    General meeting of shareholders is the company's authority, exercises its powers in accordance with this law.
    100th article this article 38th of law about limited liability company shareholders ' meeting terms of reference in the first paragraph of the provision, applicable to the shareholders General Assembly. 101th general meeting of shareholders shall hold an annual meeting each year. Any of the following circumstances, it shall, within two months of convening extraordinary general meeting: (I) insufficient number of Directors provisions of this law, the number when the number set out in the articles of association or two-thirds;

    (B) does not make up for the loss of one-third of the total paid-up share capital (iii) individually or as a whole holds more than 10% shares requested; (d) the Board of Directors deems necessary; (v) when the Board of supervisors proposed; (vi) other circumstances as specified in the articles.
    102th general meeting called by the Board, presided over by the Chairman and Chairman is unable to perform his duties or fails to perform duties, presided over by Vice Chairman; Deputy Chairman is unable to perform his duties or fails to perform duties, presided over by the half of the directors elected a Director.
    Board of Directors is unable to perform his duties or fails to convene the shareholders ' meeting, the Board of supervisors should promptly convene and preside over; don't convene and preside over the Board of supervisors, more than 90 days in a row individually or as a whole holds more than 10% shares can convene and preside over their own.
    103th meeting of shareholders meetings, meetings should be held at a time and place and matters for consideration by the meeting 20th shareholder shareholders meeting shall inform shareholders before the meeting 15th; bearer shares have been issued, shall be announced at the meeting before 30th meeting time, location, and review matters. Individually or as a whole holds more than 3% shares of the company's shareholders may make a provisional general meeting ten days ago and presented to the Board in writing; after receiving proposals, the Board of Directors shall inform the other shareholders in the 2nd, and the provisional proposals submitted to the general meeting of shareholders.
    Provisional proposals should fall within the competence of the General Assembly of shareholders, and there is a clear issue and specific resolutions.
    In the notice of general meeting of shareholders of the preceding two paragraphs shall not be matters not specified in the resolution.
    Holders of bearer shares at a shareholders meeting, should be held 5th meeting to shareholders the shares are deposited with the company at the close of the General Assembly. 104th general meeting of the shareholders present at the meeting, each share held by one vote.
    However, shares of the company held by the company without the right to vote. By resolution at a general meeting of shareholders must be passed by a majority of the votes held by shareholders attending the meeting.
    However, the general meeting of shareholders to amend the company's articles of Association, resolutions of the increase or reduction of the registered capital, merger, Division, dissolution, or resolution, change of corporate form, must be approved by the two-thirds of the votes held by shareholders attending the meeting adopted.
    105th article of the law and the articles of a company transfer, material assets or provide guarantees and other matters must be approved by resolution of a general meeting, the Board of Directors shall promptly convene a shareholders meeting, by the general meeting of shareholders to vote on these matters.
    106th general meeting of shareholders for election of Directors, supervisors, in accordance with its articles of association or the resolutions of the general meeting of shareholders, the implementation of cumulative voting system.
    Cumulative voting system in this law refers to when shareholders elect directors or supervisors, each share has the same number of magistrates or the Director or supervisor of the voting rights, shareholders have the right to vote can be used.
    107th general meeting of the shareholders may appoint proxies to attend the meeting, power of Attorney agent shall be submitted to the company shareholders, and within the scope of authorization to exercise the right to vote. 108th general meeting should decide on the matters as records, the Director and the directors attending the meeting shall sign the minutes of the meeting.
    Meeting records should work with the signature of the attending shareholders and proxy Proxy saved.
    Board of Directors, section III Manager 109th joint stock limited company Board of Directors, whose members are from five to 19 people. Board members representative of the employees of the company.
    Staff representative on the Board of Directors the company through congresses, trade unions or other forms of democratically elected by the General Assembly.
    46th article of this law the provisions concerning limited liability company director, suitable for company directors.
    47th article of this law about limited liability provisions of the terms of reference of the Board, apply to its Board. 110th, Chairman of the Board of Directors has a person may have a Deputy Chairman of the Board.
    The Chairman and Vice Chairman of its Board of Directors elected by a majority of all the directors. Chairman shall convene and preside over meetings of the Board, check the implementation of the resolutions of the Board of Directors.
    Vice Chairman shall assist the Chairman and Chairman is unable to perform his duties or fails to perform duties, Vice Chairman of the Board carry out its duties; Deputy Chairman is unable to perform his duties or fails to perform duties, jointly elected by more than half of the directors a Director to perform his duties.
    111th Conference Board of Directors meets at least twice a year, every 10th plenary meeting should be held meeting of Directors and supervisors. Representing one-tenth of the voting shareholders, one-third or more of the directors or the Supervisory Board, may propose to convene ad hoc meetings of the Board.
    In the 10th after the Chairman shall, upon receiving the proposal, shall convene and preside over meetings of the Board.
    Interim meeting of the Board of Directors, you can set a time limit for notifications and notification called a Board. 112th meeting of the Board meetings to be attended by a majority of the directors.
    Board of Directors resolution must be adopted by a majority vote of all the directors.
    Voting on a resolution of the Board of Directors, one person, one vote.
    113th Board meetings should be attended by the directors in person; Director is unable to attend, may in writing delegate any other Director to attend, the proxy shall contain the mandate.
    Should be made to the decisions on matters considered at the Board of Directors meeting minutes, the directors attending the meeting shall sign the minutes of the meeting. Should assume responsibility for the resolution of the Board of Directors. Resolutions of the Board of violations of the laws and administrative regulations or the articles of Association, resolutions of the general meeting of shareholders of the company, resulting in severe losses to the company, and Director liability for companies involved in the resolution.
    But evidence has shown that objection during the vote and recorded in the meeting minutes, the Director may be exempted from liability.
    114th joint stock limited company shall have a Manager, by the Board of Directors decided to appoint or dismiss.
    On the 50th of this law limited liability provisions of the terms of reference of the Manager of the company, apply to company Manager.
    115th article can be decided by the Board of Directors member of the Board serves as Manager of the company.
    116th company may, directly or through subsidiary companies, directors, supervisors and senior management staff to provide loans.
    117th shall periodically disclose to the shareholders of the company directors, supervisors, senior management remuneration from the company.
    118th of the Supervisory Board Supervisory Board of joint stock limited company established the fourth section, which shall not be less than three. Supervisory Board should include representatives of the shareholders and appropriate proportion of the representatives of employees of the company, with staff representatives per cent shall not be less than one-third, specific percentage prescribed by the regulations.
    Employee representative on the Board of supervisors by the workers of the company through congresses, trade unions or other forms of democratically elected by the General Assembly. Board of supervisors shall have a Chairman, and may have a Deputy President. Chairman and Deputy Chairman of the Supervisory Board elected by a majority of all supervisors.
    Chairman of the Supervisory Board shall convene and preside over meetings of the Supervisory Board; Chairman of the Supervisory Board is unable to perform his duties or fails to perform duties, convened and presided over by the Deputy Chairman of the supervisory board the Supervisory Board meeting Vice President is unable to discharge his or her duties of the Supervisory Board does not perform his duties, by more than half of the supervisors elected a supervisor shall convene and preside over the meeting of.
    Directors and senior management shall not serve concurrently as a supervisor.
    53rd of this law about limited liability company supervisors term provisions applicable to company supervisors.
    119th article of the law article 54th, 55th on the limited liability provisions of the terms of reference of the Supervisory Board of the company, apply to company Supervisory Board.
    The costs necessary to exercise the authority of the Supervisory Board, be borne by the company. 120th Supervisory Board shall hold at least one meeting every six months.
    Proposing for interim meetings of the Supervisory Board of supervisors meeting.
    Rules of procedure of the Supervisory Board and its voting procedures, except as provided in this Act, a prescribed by the regulations.
    Resolutions of the Supervisory Board shall be adopted by the supervisor of more than half.
    Supervisory Board should decide on the matters as records, attendance supervisor shall sign the minutes of the meeting.
    Listed companies special provisions on the Organization of the fifth section 121th listed companies referred to in this law, is one whose shares are traded on the stock exchange limited.
    122th listed company within a year of purchase, the sale of major assets or guarantee amount exceeding 30% of the total assets of the company, which shall be by resolution at a general meeting of shareholders and two-thirds of the votes held by shareholders attending the meeting adopted.
    123th establishment of independent directors of listed companies, and the specific measures formulated by the State Council.
    124th Secretary of the Board of Directors of listed companies, responsible for the company's general meeting of shareholders and the Board of Directors meeting preparation, file storage and information management company shareholders, any issues such as information disclosure. 125th listed company directors and Board meeting resolutions involving associated enterprises shall not be allowed to exercise voting rights in the resolution, or proxy another Director to exercise the right to vote. The Board of Directors consists of a majority of unrelated Directors meetings can be attended, no associated Conference resolutions shall be made by the directors of the Board adopted by a majority vote.
    No association between directors of the Board of Directors of fewer than three, the matter should be submitted to the general meeting of shareholders of listed companies.
    Fifth chapter limited share issue and transfer of shares in the first section the 126th issue of capital divided into shares of joint stock limited company, all the shares of equal value. The form of stock shares in the company.
    Shares are issued by a company prove that shareholders holding shares of voucher.
    127th shares issued, apply the principle of fairness, impartiality, and each share shall have the same rights of the same kind.
    The same kinds of stocks issued at the same time, share issue terms and prices should be the same; of shares subscribed for by any units or individuals, should pay the same price per share amounts. 128th stock price can be on par or above par value, but not less than par value.

    129th stocks in paper form or in other forms prescribed by the securities regulatory authority under the State Council.
    Shares shall set forth the following major items: (a) company name, (ii) date of establishment of the company, and (iii) types of shares, par value and the number of shares they represent and (iv) the number of shares.
    Stock signed by the legal representative of the seal of the company.
    Sponsors ' shares shall clearly indicate the words sponsors ' share.
    130th company shares, registered shares or bearer shares.
    Company sponsors, corporate shares shall be registered shares, and shall record the name of the sponsor, a legal person or the name, should not be lihu or representative's name secret.
    131th issued registered shares of the company, shall maintain a share register, specify the following particulars: (a) the name or the name and domicile of the shareholders, (ii) the number of shares held by each shareholder, (iii) the number of shares held by each shareholder, (iv) the date of shareholders to receive shares.
    Issuing of bearer shares, the company shall record the stock number, serial number and issue date.
    132th State Council may issue other kinds of shares other than those provided for in this law, separately under. 133th joint stock limited company established, formal delivery of stock to its shareholders.
    Before the establishment of the company shall not deliver the stock to shareholders.
    134th company issuing new shares, shareholders ' resolutions shall be made on the following matters: (a) the species and amount of shares; (b) the issuing price; (c) the issuance of the start and end dates; (d) the type and amount of issuing new shares to existing shareholders.
    135th company approved by the securities regulatory authority under the State public offering of new shares, must post IPO prospectuses and financial reports, and share subscription.
    This law, 88th, 89th section applies to public offering of new shares of the company.
    136th company issuing new shares, according to the company's business and financial status to determine the pricing scheme.
    137th after issuance fully subscribed for shares of the company must be registered with the company registration office for the change, and announcements.
    Section II transfer of shares article 138th shareholders shares can be transferred according to law.
    139th shareholders to transfer their shares should be at a lawfully established securities exchange or by other methods prescribed by the State Council.
    140th registered shares by the shareholder's endorsement or laws, administrative regulations and other transfers; after such transfer, the assignee of the company name or the name and address recorded in the register of shareholders. Prior to the general meeting of shareholders within 20th or decided by the company dividend base date within 5th, are not permitted to register of registration of changes provided for in the preceding paragraph.
    However, the legal changes to the register of shareholders of listed companies to register otherwise provides, from its provisions.
    141th transfers of bearer shares by the shareholder will be delivered to the transferee of the stock after takes effect. 142th initiators to hold shares of the company, since the company may not be transferred within one year from the date of its establishment.
    Before the public offering of shares of the issued shares of the company, since the company's shares on the stock exchange within one year of the date shall not be transferable. Company directors, supervisors, senior management should be declared to the company holding the company's shares and their changes over time, for the duration of the annual transfer of shares shall not exceed the total number of shares held by the company's 25%; since the company's shares held by the company within one year from the date of the listing of shares shall not be transferable. Persons have left the second half of the year, may not transfer its shares of the company.
    Articles on directors, supervisors and senior managers to transfer their shares of the company held by other restrictions. 143th company is allowed to purchase shares of the company.
    However, except in the following circumstances: (a) the reduction of registered capital of the company, (ii) merged with other companies hold shares of the company, and (iii) bonus shares to employees of the company and (iv) shareholders because of the merger or Division of the company to the shareholders resolution objection requires the company to acquire its own shares. Due to the preceding paragraph (a) to (c) reason to buy the shares of the company shall be by resolution of a general meeting.
    Company in accordance with the provisions of the preceding paragraph after the purchase of the shares of the company, and of subparagraph (a), shall from the date of acquisition in the 10th cancellation; subparagraph (b), (d), shall, within six months, transferred or cancelled.
    Company in accordance with the first paragraph of part (c) of acquisition of the shares of the company, shall not exceed 5% of the total shares of the company; the funds should be used to buy from the company's after-tax profits of; acquisition of shares should be transferred to employees in one year.
    Company shall not accept the right of pledge of shares of the company as the subject of. 144th registered shares was stolen, lost or destroyed, the shareholders may, in accordance with the People's Republic of China exhortation procedure under the code of civil procedure, request the people's Court has invalidated these stocks.
    After the people's Court to declare the failure of stock, shareholders may apply for the issuance of stock to the company.
    145th of listed company shares, in accordance with relevant laws, administrative regulations and publicly traded stock exchange trading rules. 146th listed companies must, in accordance with provisions of laws and administrative regulations, to disclose its financial condition, business operations and major litigation, published within six months of each fiscal year of the financial and accounting reports.

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