People's Republic Of China Company Law (Revised Edition 2005) Ii

Original Language Title: 中华人民共和国公司法(2005年修订本)二

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    Sixth chapter company director, and prison thing, and senior management personnel of qualification and obligations 147th article has following case one of of, shall not served as company of Director, and prison thing, and senior management personnel: (a) no civil capacity or limit civil capacity; (ii) for corruption, and bribery, and occupation property, and misappropriated property or damage socialist market order, was sentenced to penalty, implementation expires not over five years, or for crime was deprived civil, implementation expires not over five years; (three) served as bankruptcy liquidation of company, and
    Enterprise of Director or Director, and Manager, on the company, and enterprise of bankruptcy has personal responsibility of, since the company, and enterprise bankruptcy liquidation end of day up not over three years; (four) served as for illegal was revoked license, and ordered close of company, and enterprise of statutory representative people, and has personal responsibility of, since the company, and enterprise was revoked license of day up not over three years; (five) personal by negative amounts larger of debt due not settlement.
    Corporate election violation of the provisions of the preceding paragraph, appoint directors, supervisors or the appointment of senior managers, the elect, appoint or appointment is invalid.
    Directors, supervisors and senior managers during his tenure appears listed in the first paragraph of this article, the company should be removed from Office.
    148th directors, supervisors and senior management personnel shall abide by the laws, administrative regulations and the articles of Association, the company has the obligation of the duty of loyalty and diligence.
    Directors, supervisors, senior management may not be their authorities by accepting bribes or generating other illegal income, and may not convert company property.
    149th article Director, and senior management personnel shall not has following behavior: (a) misappropriated company funds; (ii) will company funds to its personal name or to other personal name open State account storage; (three) violation company articles of provides, without shareholders will, and shareholders Assembly or Board agreed, will company funds borrowing to others or to company property for others provides guarantees; (four) violation company articles of provides or without shareholders will, and shareholders Assembly agreed, and this company made contract or for trading;
    (E) without the consent of shareholders or the general meeting of shareholders, seeking bribes for themselves or others belonging to the company's business opportunities, import business with the company or others similar business; (vi) acceptance of others and trading commissions for himself; (g) the unauthorized disclosure of company secrets and (VIII) other acts in violation of the duty of loyalty to the company.
    Directors and senior management staff proceeds from the violation of the provisions of the preceding paragraph shall be turned over to the company.
    150th directors, supervisors and senior managers perform their duties violate laws, administrative regulations or the articles of Association of the company, causes losses to the company, shall assume the liability.
    151th shareholder meeting or the shareholder General Assembly requiring the directors, supervisors and senior managers attending the meeting, directors, supervisors and senior management personnel shall attend and take shareholders ' questions.
    Directors and senior managers to the Supervisory Board or Board of supervisors of the limited liability company's supervisors to provide relevant information and data shall be without prejudice to the Supervisory Board exercises its powers or supervisors. 152th directors and senior managers of this law article 150th, shareholders of the limited liability company or joint stock for 180 days or more individually or together holding more than 1% shares of the company's shareholders, may request in writing that the Supervisory Board or Board of supervisors of the limited liability company's supervisors initiate litigation to the people's Court; supervisors 150th article of this law,
    Aforementioned shareholders may request in writing the Board or Board of Directors of the limited liability company's Executive Directors initiate litigation to the people's Court.
    Board of supervisors, and not set Board of supervisors of limited responsibility company of prison thing, or Board, and implementation Director received Qian paragraph provides of shareholders written requests Hou refused to filed litigation, or since received requests of day up 30th within not filed litigation, or situation emergency, and not immediately filed litigation will will makes company interests by to make up of damage of, Qian paragraph provides of shareholders right to to company of interests to himself of name directly to court filed litigation.
    Violations of the legitimate rights and interests of the company of others, causes losses to the company, shareholders of the first paragraph of this article may, in accordance with the provisions of the preceding two paragraphs shall initiate litigation to the people's Court.
    153th directors and senior management personnel who violate laws, administrative regulations or the articles of Association of the company, prejudicial to the interests of the shareholders, the shareholders may initiate litigation to the people's Court.
    154th seventh chapter corporate bonds corporate bonds in this law refers to the company in accordance with legal procedures to issue, prescribe a period for some debt securities.
    Companies issue corporate bonds shall be in conformity with the People's Republic of China securities law provisions of the conditions of release.
    155th issue corporate bonds after the application is approved by the authorized departments of the State Council shall make for company bonds offer.
    Company bonds raised approach in the should contains Ming following main matters: (a) company name; (ii) bonds raised funds of uses; (three) bonds total and bonds of coupon amount; (four) bonds interest rate of determine way; (five) debt coupon of term and way; (six) bonds guarantees situation; (seven) bonds of issued price, and issued of start date; (eight) company net worth amount; (nine) has issued of yet due of company bonds total; (10) company bonds of underwriting institutions.
    156th the physical bonds issuance of corporate bonds of the company, must upload in bonds that the company name, par value, interest rate, repayment terms and other matters, and signed by the legal representative of the seal of the company.
    157th corporate bonds, may be registered bonds or bearer bonds.
    158th to issue corporate bonds, it shall maintain a record of bond holders.
    Registered corporate bonds issued, bonds stated in the following matters: (a) the bond the name or title and address of the holder, (ii) date of the bondholders acquired the bonds and the serial numbers; (c) the total value of the bonds the par value of the bonds, interest rates, repayment terms and (iv) the issue date of the bonds.
    Issuance of bearer bonds shall total in the company's bonds specified bonds, interest rates, repayment terms and modalities, dates of issue and the serial numbers.
    159th Division corporate bond registration and settlement organizations shall establish a bond registration, deposit, interest payment, payment and other related systems.
    160th company bonds may be transferred, the transfer price stipulated by the assignor and the assignee.
    Corporate bonds traded on the stock exchange, in accordance with the transfer of stock exchange trading rules.
    161th registered corporate bonds, bondholder's endorsement or otherwise stipulated by laws and administrative regulations transfer; after such transfer, the assignee of the company name or the name and address recorded in the corporate bond holders.
    The transfer of bearer bonds, by the bondholders the bonds delivered to the transferee upon takes effect. 162th listed by resolution of a general meeting of the company to issue corporate bonds that can be converted to stock, and provisions for company bonds offer specific conversion measures.
    Listed companies ' issuance of bonds convertible into shares of the company, shall be approved by the securities regulatory authority under the State Council.
    Issuance of bonds convertible into shares of the company, shall be marked on the bonds convertible bonds, and in the company's bonds specified amounts of convertible bonds.
    163th issued bonds convertible into shares of the company, company shall, in accordance with the conversion to bondholders to exchange their shares, but bond holders to convert stock or stock have the right to choose are not converted.
    Eighth chapter company 164th in accountant or finance companies shall, in accordance with the laws and administrative rules and regulations of the financial Department of the State Council established the company's financial and accounting systems.
    165th company shall prepare financial and accounting reports at the end of each fiscal year, and shall be audited by an accounting firm.
    Financial and accounting reports should be in accordance with the laws, administrative regulations and the regulations of the financial Department of the State Council production.
    166th limited liability company shall, in accordance with the provisions of the Constitution the term financial and accounting reports to each shareholder.
    General meeting of the company's financial and accounting reports should be convened in the 20th annual provisioning in the company, for inspection by the shareholders; public companies limited by shares must post its financial and accounting reports. 167th assigned annual after-tax profits of the company shall be drawn profit of 10% in the statutory reserve fund of the company.
    Statutory reserve fund of the company more than 50% of total amount of registered capital of the company, can no longer extract.
    Legal reserve fund is not sufficient to make up prior years ' losses of the company, in accordance with the provisions of the preceding paragraph before the statutory provident funds, shall be used to make up for the loss of profits that year.
    After statutory provident funds from the profit of the company, the shareholder meeting or the shareholder General Assembly resolutions, or can be extracted from profit after tax of any provident fund.
    Company losses and run after profit, limited liability companies in accordance with the provisions of the present article 35th of the law assigned shares held by the Corporation in accordance with the shareholders ' proportion, but except for articles of Corporation not subject to ownership distribution.
    Shareholders, general meeting of shareholders or the Board of violation of the provisions of the preceding paragraph, before the company losses and statutory provident funds to distribute profits to their shareholders, shareholders must assign a violation of return the company profits.
    Shares of the company held by the company may not distribute profits. 168th Corporation in excess of par value of stock issue prices of shares of the premiums as well as other State financial institutions included in the capital reserve income should be classified as capital reserve of the company.

    169th company Provident Fund is used to cover company losses, expand its production and operation, or to increase the company's capital.
    However, the capital reserve fund may be used to compensate for the company's losses.
    Statutory reserve fund into capital, retained by the Fund shall not be less than the increase of registered capital of the former company 25%.
    170th hiring and dismissal of the company undertake the auditing of the public accounting firm of the company in accordance with the articles of Association of the company, decided by the shareholders ' meeting, the general meeting of shareholders or the Board.
    Shareholders ' meeting, general meeting of shareholders when they vote or the Board of Directors fired the accounting firm, accounting firm representation should be allowed.
    171th company should be to hire accounting firms to provide true and complete accounting vouchers, account books, financial and accounting reports and other accounting documents, and may not refuse, conceal, misrepresent.
    Article 172th company in addition to statutory accounting books, no separate accounting books.
    On the company's assets shall not be stored in any individual opening an account.
    Nineth part company merger, Division, capital increase, capital reduction article 173th merger can take a merger or consolidation of the company. A company absorbs other companies as a merger, dissolution of the absorbed company.
    Two or more companies merge into a new company for consolidation, merging parties disbanded. 174th company, signed a merger agreement by the merging parties, and preparing a balance sheet and a schedule of assets. Company shall, from the date of the consolidated resolution, notify the creditor within the 10th and 30th in the notice in the newspaper.
    Creditors from the date of receipt of the notice in the 30th, did not receive a notice within 45 days from the date of the announcement, may require the company to pay off debt or to provide appropriate security.
    175th companies merge, the creditor's rights and debts of the merging parties, and should be made by the surviving company after the merger or new company inherited.
    176th Division of a company, its assets be split accordingly. The Division of a company, shall prepare a balance sheet and a schedule of assets.
    Company shall, from the date of the Division resolution, notify the creditor within the 10th and 30th in the notice in the newspaper. 177th before the corporate division of debt resulting from the Division of the company bear joint and several liability.
    However, in the Division of the company before creditors reach a written agreement on debt settlement except as otherwise agreed.
    178th the company needs to reduce its registered capital, must prepare a balance sheet and a schedule of assets. Registered capital of the company shall reduce the resolution date, notify the creditor within the 10th and 30th in the notice in the newspaper.
    Creditors from the date of receipt of the notice in the 30th, did not receive a notice within 45 days from the date of the announcement has the right to require the company to pay off debt or to provide appropriate security.
    After reduction of the company's registered capital shall not be less than the statutory minimum.
    179th limited liability companies to increase registered capital, shareholders contributing additional capital funding in accordance with this law to set up a limited liability company subscribed the relevant provisions.
    Corporation to increase its registered capital to issue new shares, shareholders ' subscription of new shares, established in accordance with this law Corporation pay a share of the relevant provisions.
    180th merger or Division of companies, registration changes, it shall be registered with the company registration office for the change; the dissolution of a company, it shall cancel the registration of the company; the establishment of a new company, shall handle the registration of establishment of the company.
    Increase or reduction of the registered capital of the company, it shall be registered with the company registration office for the change.
    Tenth chapter company dissolved and liquidation 181th article company for following reasons dissolved: (a) company articles provides of business term expires or company articles provides of other dissolved causes appeared; (ii) shareholders will or shareholders Assembly resolution dissolved; (three) for company merged or Division need dissolved; (four) law was revoked license, and ordered close or was revoked; (five) Court in accordance with this method 183th article of provides be dissolved.
    181th 182th company has this law article (a), may amend the articles of incorporation which survives.
    In accordance with the provisions of the preceding paragraph amend the company's Charter, limited liability company subject to the shareholder holds more than two-thirds right to vote through the limited subject of the votes held by shareholders attending the shareholders ' meeting at least two-thirds.
    183th serious difficulties in the management of the company, and continues to exist will make substantial losses to shareholders, cannot be resolved through other channels, all over 10% of the voting shareholders of the company, he may request the Court to dissolve the company. 184th company due to section 181th in subparagraph (a), (b), (d), (e) dissolution of the provision, should be dissolved from the date of the event set up a group in the 15th, began liquidation. Liquidation of limited liability company by the shareholders, the liquidation Group determined by the directors or shareholders of the Corporation staff. Fails to set up a group for liquidation, creditors can apply for the liquidation team of people's Court shall designate the persons concerned be liquidated.
    The people's courts shall accept the application, and timely liquidation of the liquidation team.
    185th article liquidation group in liquidation during exercise following terms: (a) cleanup company property, respectively prepared balance sheet and property listing; (ii) notification, and announcement creditors; (three) processing and liquidation about of company not settled of business; (four) paid by owes tax and liquidation process in the produced of tax; (five) cleanup claims, and debt; (six) processing company settlement debt Hou of remaining property; (seven) representative Company participation civil activities. 186th liquidation group shall notify the creditors since its founding in the 10th, and announcements in the newspaper within 60 days.
    Within 30th of creditor shall, upon receiving notice is not received within 45 days from the date of publication of a notice, inform the liquidation group claims. Creditors declared claims, shall explain relevant matters, and provided supporting materials.
    The liquidating Committee shall register of the claims.
    During the Declaration of claims, the liquidation team shall not to pay off the creditors.
    187th liquidation group in the properties of the company, and after preparing a balance sheet and a schedule of assets, should develop a liquidation plan and report to the general meeting of the shareholders, or the people's Court.
    Company property in payment and settlement costs, employee salaries, social insurance and statutory compensation, payment of taxes owed, pay off the debt after the remaining assets of the company, limited liability company in accordance with the shareholders ' capital contribution proportion of limited distribution in accordance with the proportion of shares held by the shareholders. During the process of liquidation, the company acquired, but may not engage in business activities relating to the liquidation.
    Is not in accordance with the provisions of the preceding paragraph before the liquidation of a company's property, shall be distributed to the shareholders.
    188th liquidation group in the properties of the company, and after preparing a balance sheet and a schedule of assets, found insufficient to repay the debt of a company's property, he shall apply to the peoples Court declares bankruptcy.
    After Court declares bankruptcy, the company, the liquidation team shall transfer the liquidating Affairs to the people's Court.
    189th section after the liquidation of the company, the liquidation team shall make a liquidation report, general meeting of the shareholders, or the people's Court, and submitted to the company registration authority, apply for company registration, the company terminated.
    190th member of the liquidation team should be devoted to their duties and carry out their liquidating obligations in accordance with law.
    Members of the liquidating Committee shall not their authorities by accepting bribes or generating other illegal income, and may not convert company property.
    Members of the liquidating Committee intentionally or through gross negligence caused losses to the company or its creditors shall be liable.
    191th company was declared bankrupt in accordance with law, in accordance with the law on enterprise bankruptcy bankruptcy settlement.
    11th chapter, branch of a foreign company 192th article of the law, a foreign company means a company established outside the territory of China in accordance with foreign law.
    193th foreign companies set up branches in China, must apply to the Chinese authorities, and submit their articles, the State of which the company registration certificate and other documents, when approved, registered with the company registration authority in accordance with the law, a business license.
    The approval of the branch of a foreign company shall be separately formulated by the State Council.
    194th foreign companies set up branches in China, must be within the territory of China designated representative or agent in charge of the branch, and the branch is allocated its business activities undertaken by the Fund.
    Branch of a foreign company operating funds necessary to provide minimum limits, prescribed by the State Council separately.
    195th branch of a foreign company shall, in the name of the foreign company's nationality and form of liability.
    Branch of a foreign company shall keep in this body of the foreign company's articles.
    196th branches set up by foreign companies in China China does not have legal personality.
    Foreign company branches operate on the territory of China shall bear civil liability.
    197th approved establishment of a branch of a foreign company, engaged in business activities in China must abide by Chinese laws, must not harm the social and public interests of China, and their legitimate rights and interests protected by the Chinese laws. 198th foreign company to withdraw its branches in China, required by law to pay off debt, in accordance with the provisions of this law on the procedure of company liquidation liquidated.
    Prior to unliquidated obligations, property of their branches may not be moved outside of China. 12th chapter legal liability

    199th article violation this method provides, false registered capital, and submitted false material or take other fraud means hide important facts made company registration of, by company registration organ ordered corrected, on false registered capital of company, sentenced false registered capital amount 5% above 15% following of fine; on submitted false material or take other fraud means hide important facts of company, sentenced 50,000 yuan above 500,000 yuan following of fine; plot serious of, revoked company registration or revoked license.
    Article No. 200 of the company's sponsors, shareholders false funded, is not delivered or not delivered as capital of monetary or non-monetary assets, the company registration office ordered corrective action and imposed false funded amount of fines up to 15% the 5%.
    Article No. 201 sponsors, shareholders of the company after the company was founded, withdrawal of funding by the company registration office ordered corrective action, the flight of capital contribution 15% 5% more than the amount of a fine.
    Article No. 202 companies in violation of the law, outside the statutory accounting records separate accounting books, by the financial Department of the people's Governments above the county level shall be ordered to correct, and a fine of 50,000 yuan and 500,000 yuan fine.
    Article No. 203 of the company in accordance with the law to the relevant authorities to provide financial accounting reports and other material for false records or concealing material facts, the relevant authorities are directly responsible for the competent personnel and other persons sentenced to less than 30,000 yuan and 300,000 yuan in fines.
    Article No. 204 of the company are in accordance with the provisions of this law the statutory provident funds, by the financial Department of the people's Governments above the county level shall be ordered to refund the amount of the supplement shall be drawn, companies can be fined not more than 200,000 yuan.
    Article No. 205 companies on merger, Division, reduction of the registered capital or liquidation, not in accordance with the provisions of this law, notifying creditors through notice or public announcement, the company registration office ordered corrective action, the company fined 10,000 yuan and 100,000 yuan fine.
    Company in for liquidation Shi, hidden property, on balance sheet or property listing for false records or in not settlement debt Qian distribution company property of, by company registration organ ordered corrected, on company sentenced hidden property or not settlement debt Qian distribution company property amount 5% above 10% following of fine; on directly is responsible for of competent personnel and other directly responsibility personnel sentenced 10,000 yuan above 100,000 yuan following of fine.
    Article No. 206 of the company in liquidation during the liquidation unrelated business activities, be warned by the company registration office, confiscate the illegal income.
    No. 207 liquidation group not in accordance with the provisions of this law, liquidation report submitted to the company registration authority, or liquidation report hiding important facts or significant omissions, the company registration office ordered corrective action.
    Members of the liquidating Committee terms of reference of the favoritism, seeking illegal income or seize property of the company, the company registration office ordered return of company property, confiscate the illegal income and may impose illegal proceeds more than 1 time fined not more than five times.
    Article No. 208 property assessment, verification or validation of the provision of false information by the company registration authority to confiscate the illegal income, illegal proceeds more than 1 time fined not more than five times, and can be ordered by the competent authorities according to law the Agency closed, revoked the qualifications of the persons directly responsible, revoke their business licenses.
    Bear assets assessment, verification or validation provided there are major omissions in the report of the Agency as a result of negligence, the company registration office ordered corrective action, less heavy, more than 1 time fined not more than five times the revenue and can be ordered by the competent authorities according to law the Agency closed, revoked the qualifications of the persons directly responsible, revoke their business licenses.
    Bear assets assessment, verification or validation certificate from the institution because of its assessment, verification or validation to prove false, causes losses to the creditors of the company, except to prove the absence of fault, but in its assessment or proven false within the amount of liability.
    Article No. 209 of the company registration authority does not comply with the provisions of this law, conditions of registration applications shall be registered or registration meets the conditions prescribed by this law to apply for registration to the direct responsible person in charge and other direct liable persons shall be given administrative sanctions.
    Article No. 210 of the company registration office of the higher authorities forced the company registration authority for the registration application does not meet the conditions specified in this law shall be registered, or comply with the conditions prescribed by this law the registration application is not registered, or to shield illegal registration, directly responsible and other persons directly responsible shall be given administrative sanctions.
    Article No. 211 did not legally registered as a limited liability company, or Corporation, and used on behalf of the limited liability company or joint stock, or have not been registered as a limited liability company or a joint stock limited company branch, and fraudulent use of a limited liability company or Corporation on behalf of the branch, the company registration office ordered corrective action or be banned and may be fined not more than 100,000 yuan.
    Article No. 212 without valid reason for more than six months after the establishment of the company is not opening, or ceases for more than six months in a row after opening can be revoked by the company registration authority.
    Change company registration matters, not in accordance with the provisions of this Act relating to change of registration, registered by the company registration office ordered; fails to register, fined 10,000 yuan and 100,000 yuan fine.
    No. 213 foreign companies in violation of the law, allowed China to set up branches in China, the company registration office ordered corrective action or close, may be less than 50,000 yuan and 200,000 yuan in fines.
    Article No. 214 on behalf of the company against State security and social and public interests of serious violations, revoke its business license.
    Article No. 215 in violation of this law, shall bear civil liability for and payment of fines and penalties, and when their property is not sufficient to cover the first bear civil liability.
    Article No. 216 in violation of the provisions of this law, to constitute a crime, criminal responsibility shall be investigated according to law.
    13th chapter supplementary articles article No. 217 of this law, the meanings of the following terms: (a) senior management, refers to the company's Manager, Deputy Manager, head of finance, Secretary of the Board of Directors of listed companies and other persons specified in the articles.
    (B) controlling shareholder, refers to their contributions to total capital limited liability company more than 50% or 50% per cent of its shares in total company equity shareholders; the amount or percentage of shares is less than 50%, but according to their contributions or shares enjoy the right to vote is sufficient to shareholders will have a significant impact on shareholders, resolutions of the general meeting of shareholders.
    (C) the actual controller refers to is not the company's shareholders, but by investing in relationships, agreements or other arrangements, people who can actually dominate the company. (D) relationships, is the controlling shareholder, actual control of the company, directors, supervisors, senior management and the relationship between their direct or indirect control of the enterprise, as well as other relationships may result in the company's interests shifted.
    However, State-controlled enterprises because not only are State-controlled and has an associated relationship.
    No. 218 foreign-investment limited liability companies and limited the application of this law; otherwise prescribed by laws relating to foreign investment, its provisions shall apply.
                                                                                                        Article No. 219 of this law shall enter into force on January 1, 2006.

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