People's Republic Of China Corporation Law

Original Language Title: 中华人民共和国公司法

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X session of the Standing Committee of the 11th National People's Congress on revising the People's Republic of China company law decision (August 28, 2004, deputies of the 11th meeting of the Standing Committee) to th meeting of the Standing Committee of the 11th National People's Congress decided to the People's Republic of China Act read as follows: by deleting the second paragraph of article 131th.   This decision shall come into force as of the date of.   People's Republic of China company law be modified in accordance with this decision, republished. Attachment: People's Republic of China company law (2004 revision) (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 adopted On August 28, 2004 People's Republic of China President makes 20th, announced, since announced of day up purposes of x session national people's Congress Standing Committee 11th times Conference on modified straddling People's Republic of China fisheries method of decided second times Amendment) directory first chapter General second chapter limited responsibility company of established and organization institutions third chapter Corporation of established and organization institutions fourth chapter Corporation of shares issued and transfer fifth chapter company bonds sixth chapter company financial, and accounting Seventh chapter company merged, and Division eighth chapter company bankruptcy, and dissolved and liquidation Nineth chapter foreign company of branch institutions tenth chapter legal responsibility 11th chapter schedule first chapter General first article to adapted established modern enterprise system of need, specification company of organization and behavior, protection company, and shareholders and creditors of lawful rights and interests of, maintenance social economic order, promote socialist market of development, according to Constitution, developed this method. 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. Limited liability companies and joint stock limited companies are enterprise legal person article. Limited liability company shareholders is limited to their contributions to the company is liable, the company, with all of its assets on the company's liability. Corporation, its total capital is divided into equal shares, shareholders are limited to their shares on corporate responsibility, the company, with all of its assets on the company's liability. Fourth company shareholders as investors put into the company's capital assets of the owner of benefit, major decisions and choose managers right. All investments by shareholders of the company legal person's property right and shall enjoy civil rights and assume civil liability. Company title to the State-owned assets in the State. The fifth company, with all of its corporate property, and shall operate autonomously, and losses. Company under the State macro-control, independent organization of production and operation in accordance with market demand, and to increase economic efficiency, productivity and realization of assets for the purpose of preservation and appreciation. The sixth company to implement clearly the powers and responsibilities, management science, a combination of incentives and constraints within the management system. The seventh State-owned enterprises into companies, must be in accordance with the conditions stipulated by laws, administrative regulations and requirements, transforming operational mechanisms and systematic verification, define property rights, clean credit and debt, assets, establish a standard of internal management structure. Eighth to set up a limited liability company, joint stock, must comply with the conditions laid down in this law. Meets the conditions laid down by this law, registered as a limited liability company, or Corporation; does not meet the conditions laid down in this law, shall not be registered as a limited liability company, or Corporation. Provisions of laws and administrative regulations for the establishment of the company must be reported to the examination and approval, before registration of the company in accordance with the law and approval procedures. The Nineth limited liability company established in accordance with this law, must be in the firm name of a limited liability company. Company limited established in accordance with this law, must the company name of a corporation. Article tenth of the company with its principal place of business for the residence. 11th company established in accordance with this law, formulate the articles. The articles on the company, its shareholders, directors, supervisors, managers, and binding. Company's business scope prescribed by the regulations, and shall be registered. Company business scope is restricted by laws and administrative regulations in the project, it shall be approved. Company shall conduct operations within the registered scope of business activities. Company in accordance with legal procedures to amend the company's articles of Association and registered with the company registration authority, may change its scope. 12th company to invest in another limited liability company or joint stock and company to the extent of its contribution to assume responsibility. To other limited liability company, joint stock investment company, unless the State provides investment and holding companies, accruing from investments shall not exceed 50% of the net assets of the company, invested in, accept capital of the investee company to profit increase, their increases are not included. 13th company may establish branches, which do not have the status of enterprise legal persons, and the civil responsibility to be borne by the company. The company may establish subsidiaries, affiliates have the status of enterprise legal persons and bear civil responsibility according to law. 14th company engaged in business activities, must abide by the law and observe professional ethics, strengthen the construction of socialist spiritual civilization, and accept supervision by the Government and the public. The legitimate rights and interests protected by law of the company, shall be inviolable. 15th company must protect the legitimate rights and interests of workers, strengthen labor protection, and achieve workplace safety. Companies take a variety of forms, strengthen vocational education and job training, improve the quality of staff. Article 16th worker shall organize a Trade Union to carry out trade union activities and safeguard their legitimate rights and interests. Company shall provide necessary activity conditions for the company Trade Union. State-owned companies and two or more State-owned enterprises or other two or more State-owned investors invest in limited liability companies in accordance with the provisions of the Constitution and relevant laws, the representatives of the employees and other forms, practise democratic management. Grass-roots organizations of the Chinese Communist party activities in the 17th company, handled in accordance with the party Constitution. The 18th foreign-investment limited liability company shall be governed by, and relating to Sino-foreign joint ventures, Chinese-foreign cooperative enterprises, foreign-funded enterprises as provided by law, to apply its provisions. Second chapter limited responsibility company of established and organization institutions first section established 19th 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 fixed of production business places and necessary of production business conditions. 20th limited liability company owned by two and not more than 50 shareholders joint venture. State authorized investment entity or State authorized Department may establish wholly State-owned limited liability sole investment company. 21st before the implementation of this law established the State-owned enterprises, in line with the conditions of this law provides for the establishment of a limited liability company, of a single investment, may, in accordance with this law, converted into a wholly State-owned limited liability company of more investment, to be converted as specified in the first paragraph of the preceding article of the limited liability company. Implementation steps of the conversion of State-owned enterprises into companies and specific measures shall be formulated separately by the State Council. 22nd 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 right and obligations; (six) shareholders of funded way and funded amount; (seven) shareholders transfer funded of conditions; (eight) company of institutions and produced approach, and terms, and rules of procedure of the rules; (nine) company of statutory representative people; (J) the causes for its dissolution and the method for its liquidation; (11) other matters which shareholders deem necessary to provide. Shareholders should be signed and sealed by the company's articles. 23rd the registered capital of a limited liability company registered with the company registration authority for all the shareholders of capital contribution actually paid. Limited liability company with registered capital not less than the following minimum limits: (a) the production company 500,000 yuan and (b) of the wholesale company 500,000 yuan (iii) commercial retail company of 300,000 yuan (iv) development of science and technology, consulting and service company 100,000 yuan. 24th a shareholder may use cash or capital goods, industrial property rights, land pricing, investment, non-patent technology. Investment in capital goods, industrial property rights, non-patent technology or land-use rights must be evaluated to verify the property may not be overvalued or undervalued price. The valuation of land, shall be handled in accordance with the laws and administrative regulations. Industry property right and non-patent technology price shall not exceed the amount of registered capital of a limited liability company 20%, the State except as specified otherwise by using high-tech. 25th shareholder shall pay their subscription as specified in the articles of the company contributions. Shareholders to cash, cash deposit the full amount should be ready to set up a limited liability company in opening temporary bank accounts, industrial property in kind, non-patent technology or land investment, shall go through the formalities for the transfer of its property rights. Shareholders subscribed capital paid in accordance with the provisions of the preceding paragraph, shall apply to shareholders have paid their contribution for breach of contract. 26th shareholders all capital contributions, must be verified by a statutory capital verification organization and issue a certificate. 27th shareholders all funded by a statutory capital verification institution after verification, designated by all the shareholders of the representative or jointly entrusted agent registered with the company registration authority for the establishment of, submitted an application for company registration, company statutes, the capital verification certificate and other documents. Laws, administrative rules and regulations need to be approved by the relevant authorities and approval documents shall be submitted when applying for establishment registration. Conditions of the company registration authority in accordance with the provisions of this law, be registered to company business license does not meet the conditions specified in this law, is not registered. Date of issuance of the business license of the company, a limited liability company established in. 28th after the establishment of a limited liability company, found that investment in capital goods, industrial property rights, non-patent technology, land-use right of the actual value of the amount of a price significantly lower than that of the company's articles, should be funded by the delivery of the shareholders to pay the difference, the company sets up other shareholders when it severally. 29th while the establishment of a limited liability company set up branches, the branches should be registered with the company registration authority for to obtain business licenses. After the establishment of limited liability companies set up branch offices, which shall be the legal representative of the company to the company registration authority for registration and business license. 30th 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, (b) registration date, (c) the registered capital of the company and (iv) 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. 31st a 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. Article 32nd shareholders are entitled to inspect records of meetings of shareholders and the company's financial and accounting reports. Article 33rd shareholders take dividends in proportion to the amount. When the company additional capital, shareholders may pay contribution options. Article 34th after shareholders in the company registration shall not withdraw its capital contribution. 35th shareholders can transfer all or part of its investment. Person other than a shareholder intends to transfer his share, must be approved by a majority of all the shareholders agree; shareholders should purchase the transfer does not consent to the transfer of capital, if you do not purchase the transfer funded and deemed to have agreed to the transfer. Funded by the shareholders consented, under the same conditions, the other shareholders of the capital has right of first refusal. 36th shareholders transfer their capital by law, by the assignee of the company name or name, domicile as well as the amount recorded in the register of shareholders. 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 Director, decided about Director of paid matters; (three) election and replaced by shareholders representative as of prison thing, decided about prison thing of paid matters; (four) considered approved Board of report; (five) considered approved Board of supervisors or prison thing of report; (six) considered approved company of annual financial budget programme, and accounts programme; (Seven) considered approved company of profit distribution programme and make up losses programme; (eight) on company increased or reduced registered capital made resolution; (nine) on issued company bonds made resolution; (ten) on shareholders to shareholders yiwai of people transfer funded made resolution; (11) on company merged, and Division, and change company form, and dissolved and liquidation, matters made resolution; (12) modified company articles. 39th the proceedings of shareholders and voting procedure, except as provided in this law, other than prescribed by the regulations. Shareholders ' meeting on the increase or reduction of the registered capital, split, merge, dissolution and transformation of the company to adopt resolutions must be adopted by the shareholders representing two-thirds of the voting rights. 40th company may amend its articles. Amending the articles of the resolution must be adopted by the shareholders representing two-thirds of the voting rights. 41st proportion of shareholders ' meetings shareholders shall exercise their right to vote. 42nd first meetings financed by the largest shareholder of shareholders shall convene and preside over, exercises its powers in accordance with the provisions of this law. 43rd 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. Shareholders representing one-fourth of the voting rights, one-third or more of the directors or supervisors, proposed the convening of ad hoc meetings. Limited liability company has a Board of Directors, the shareholders ' meeting called by the Board, presided over by the Chairman, due to any special cause can no longer perform their duties, presided over by the Chairman, Deputy Chairman or other Director. Article 44th meeting of the shareholders shall be notice to all shareholders before the meeting held on 15th. Shareholders should decide on the matters as records, shall sign the minutes of the meeting of shareholders attending the meeting. 45th limited liability company Board of Directors, whose members were three to 13 people. Two or more State-owned enterprises or other two or more State-owned investors invest in limited liability companies, and its Board members should be representative of the employees of the company. Workers ' representatives on the Board democratically elected by the workers of the company. Board of Directors shall have one Chairman and Vice-Chairmen one or two persons. Chairman, Vice Chairman of the method prescribed by the regulations. Chairman of the Board for the company's legal representative. 46th article Board on shareholders will is responsible for, exercise following terms: (a) is responsible for convened shareholders will, 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 of programme; (seven) developed company merged, and Programme of the Division, change of corporate form, dissolution; (VIII) decided the internal management structure of; (I) the appointment or removal of company managers (General Manager) (hereinafter Manager), upon nomination by the Manager, the appointment or removal of the Deputy Manager, head of finance, determine its remuneration; (j) to develop the basic management scheme of the company. 47th directors for the period as specified in the articles, but a term of not more than three years. Expiry of the term of Directors, shall be eligible for re-election. Before the expiration of a Director's term, directors may be removed from Office for no reason. 48th meeting, convened and presided over by the Chairman of the Board of Directors; due to any special cause can no longer perform their duties, convened by the Chairman, Vice Chairman or other Director and host. More than one-third can propose the convening of meetings of the Board of Directors. 49th article discussion and voting procedures of the Board of Directors, except as provided in this law, other than prescribed by the regulations. Convened meetings of the Board shall be notice to all Directors prior to meeting held on 10th. Board of Directors shall decide on the matters as records, the directors attending the meeting shall sign the minutes of the meeting. 50th limited liability company managers, appointed or removed by the Board. 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) appoint or dismiss in addition to its Board of directors appointed or removed outside the persons responsible for the management and (VIII) other functions and powers of the company's articles of Association and delegated by the Board. Managers attend Board meetings. 51st limited liability company shareholders of smaller and smaller, you can have an Executive Director, no Board of Directors. Executive Director may serve as Manager of the company. Terms of reference of the Executive Director, should refer to the 46th article of this law, prescribed by the regulations. Limited liability companies do not have a Board of Directors, the Executive Director for the company's legal representative. 52nd limited liability companies operating larger, Board of supervisors, which shall not be less than three. Convenor of the Board of supervisors shall choose one of its members. By shareholders on behalf of the Supervisory Board and the appropriate proportion of the workers of the company representatives, specific percentage prescribed by the regulations. The workers ' representatives in the Supervisory Board democratically elected by the workers of the company. Limited liability company shareholders of smaller and smaller, you can have one or two supervisors. Directors, managers and financial officers may not serve concurrently as a supervisor. 53rd supervisor for three years of the term. Supervisors term shall be eligible for re-election. 54th article Board of supervisors or prison thing exercise following terms: (a) check company financial; (ii) on Director, and Manager implementation company positions Shi violation legal, and regulations or company articles of behavior for supervision; (three) Dang Director and Manager of behavior damage company of interests Shi, requirements Director and Manager be corrected; (four) proposed held temporary shareholders will; (five) company articles provides of other terms. Supervisors Board meeting. 55th company decided on wages, benefits, workplace safety and labor protection, labor insurance and other vital interests of the staff shall first hear the views of trade unions and workers of the company, and invited the trade unions or workers ' representatives to attend relevant meetings. 56th firm to study production and operation of major problems, developing important policy, company unions should be heard and their views and suggestions. 57th article has following case one of of, shall not served as company of Director, and prison thing, and Manager: (a) no civil capacity or limit civil capacity; (ii) for made has corruption, and bribery, and occupation property, and misappropriated property crime or damage social economic order crime, 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 for mismanagement bankruptcy liquidation of company, and enterprise of Director or Director, and Manager, And 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 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 hiring manager, the elect, appoint or appointment is invalid. 58th national civil servants may not serve concurrently as the company's directors, supervisors, and managers. 59th directors, supervisors, managers shall abide by the articles of incorporation, faithfully perform their duties, the company benefits, position in the company and the terms of reference must not be used for their own personal gain. Directors, supervisors, managers, not their authorities by accepting bribes or generating other illegal income, and may not convert company property. 60th Director or the General Manager may not misappropriate company funds or loan company funds to others. Director or the General Manager may not deposit company assets in its own name or in any other individual's name to open an account store. Director or the General Manager may not give company assets as the company's shareholders or other personal debt guarantees. The 61st directors and managers shall not own or others operating company with similar business or engage in activities that harm the company's interests. Engage in such business or activity, the proceeds should be turned over to the company. Directors, except as provided in the articles or the shareholders consented to the manager shall contract or engage in any transaction of the company. 62nd directors, supervisors, managers, except in accordance with the law or with the consent of the shareholders ' meeting shall not disclose company secrets. 63rd Board Directors, supervisors, managers perform their duties violate laws, administrative regulations or the articles of Association of the company, causing damage to the company, shall assume the liability. Section three wholly State-owned company the 64th article of the law, a State-owned company is a State authorized investment entity or State authorized Department limited liability company established through sole investment. Decided by the State Council and production of special products or companies belonging to a particular industry, you should take the form of State-owned companies. The 65th State-owned company's articles of Association by the State authorized investment entity or State authorized Department, in accordance with this law, formulate, or established by the Board of Directors, by a State authorized investment entity or State authorized Department for approval. 66th State-owned company has no shareholders, and by the State authorized investment entity or State authorized Department, authorized the Board of shareholders of the company will be part of the terms of reference, decisions on major issues, but the company's merger, Division, dissolution, increase or decrease in capital and issue of corporate bonds, must be by the State authorized investment entity or State authorized Department. 67th Board of supervisors of State-owned company mainly owned by the State Council or the authorized agencies, departmental staff and attended by representatives of employees of the company. Member of the Supervisory Board shall be not less than three persons. 54th of this law the Board of supervisors, paragraph (a), (b) under the terms of reference and other functions and powers prescribed by the State Council. Supervisors Board meeting. Directors, managers and financial officers may not serve concurrently as a supervisor. The 68th State-owned companies have a Board of Directors, in accordance with the stipulated in the 46th and 66th exercise of authority. Board of Directors for a term of three years. Three to nine members of the Board of Directors of the company by the State authorized investment entity or State authorized Department in accordance with the mandate of the Board of directors appointed or replaced. Board members should be representative of the employees of the company. Workers ' representatives on the Board democratically elected by the workers of the company. Board of Directors shall have one Chairman and Vice-Chairman as may be necessary. Chairman, the Deputy Chairman by the State authorized investment entity or State authorized Department specified from the members of the Board of Directors. Chairman of the Board for the company's legal representative. 69th State-owned companies have a Manager, appointment or removal by the Board. Managers in accordance with this law shall exercise its 50th article. By the State authorized investment entity or State authorized Department, the Board Member may serve concurrently as Manager. 70th Chairman, Deputy Chairman, Director of the State-owned company, the Manager by the State authorized investment entity or State authorized Department shall not concurrently hold another limited liability company, limited liability company or other business organization head. 71st State-owned company's transfer of assets, in accordance with the provisions of laws and administrative regulations by the State authorized investment entity or State authorized Department for approval and property rights transfer. 72nd operations management systems, operating state of large State-owned companies, authorized by the State Council to exercise the rights of property owners. Third chapter Corporation of established and organization institutions first section established 73rd article established Corporation, should has following conditions: (a) sponsors meet quorum; (ii) sponsors recognize paid and social public raised of equity reached statutory capital minimum limit; (three) shares issued, and organized matters meet legal provides; (four) sponsors developed company articles, and by founded Assembly through; (five) has company name, Establishment meets the requirements of Corporation Organization; (vi) have a fixed place of business and necessary conditions for the production and operation. 74th joint stock limited company 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, refers to the subscription should be issued by sponsor for some of the shares, and the rest to the public offer of established companies. 75th establishment of Corporation, should have more than five people for the sponsor, which shall be a majority of sponsors are domiciled within the territory of China. State-owned enterprises into limited, the initiator can less than five people, but should take the public share offer. 76th joint stock limited company sponsors, you must subscribe to subscribe for its shares in accordance with this law, and corporate organization. The 77th joint stock limited company established, must be approved by the authorized departments of the State Council or provincial governments. 78th company's registered capital is the total paid-up share capital registered with the company registration authority. Minimum amount of the registered capital of RMB 10 million Yuan. Minimum registered capital required above those limits, stipulated by laws and administrative regulations to be promulgated separately. 79th 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; (six) shareholders of right and obligations; (seven) Board of composition, and terms, and term and rules of procedure of the rules; (eight) company statutory representative people; (I) the composition, terms of reference, duration and rules of procedure of the Supervisory Board; (j) the allocation of corporate profits (11) the causes for its dissolution and the method for its liquidation; (12) of the notice and notice approach, (13) other matters which shareholders deem necessary to provide. 80th initiators can use cash or capital goods, industrial property rights, land pricing, investment, non-patent technology. Investment in capital goods, industrial property rights, non-patent technology or land-use rights must be evaluated to verify the property and converted into shares. May not be overvalued or undervalued price. The valuation of land, shall be handled in accordance with the laws and administrative regulations. Sponsor industry property right and non-patent technology valuation shall not exceed the amount of registered capital of 20%. The 81st when State-owned enterprises into limited, are strictly forbidden to be State-owned assets cheap folding stock, low prices or free to individuals. Established Corporation established the 82nd, sponsors to writing full articles after the issuance of the shares, shall pay all shares; capital goods, industrial property rights, non-patent technology or retained as shares of land, shall go through the formalities for the transfer of its property rights. Sponsor after the delivery in whole, shall elect a Board of Directors and Board of supervisors, established by the Board of Directors submitted to the company registration authority approved by the company documents, articles of Association, capital verification certificate and other documents, applying for establishment registration. 83rd 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%, the rest should be open to the public to raise. 84th article sponsors to social public raised shares Shi, must to state securities management sector submitted offering application, and submitted following main file: (a) approved established company of file; (ii) company articles; (three) business estimates book; (four) sponsors name or name, sponsors subscription of shares number, and funded type and the inspection funding proved; (five) offering manual; (six) generation received unit paragraph Bank of name and the address; (G) the name of the underwriter and related agreements. Without the approval of the securities regulatory authority under the State Council, the initiator shall not offer shares to the public. 85th article approved by the securities regulatory authority under the State Council, Inc can contribute to the overseas IPO shares, and the specific measures formulated by the State Council to make special provisions. 86th State Council Securities Management Department offering to meet the conditions prescribed in this law apply, be approved; to offering application do not comply with the provisions of this law, shall not be approved. Approval has been made if found not to comply with the provisions of this law, shall be revoked. Yet shares of terminated have been raised, subscribers can pay interest on shares and deposited in a Bank, require sponsors to return. 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) recognize unit people of right, and obligations; (five) 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, must be the prospectus, and share subscription. Share subscription shall set forth the matters listed in section before they agree to, by the number of subscribers fill out the subscription, the amount, the residence and signature and seal. Subscribers who pay according to the number of shares shares. 89th initiators to the public offer of shares, securities underwriter shall be established by law, and an underwriting agreement. 90th 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 91st shares of shares paid up, must be verified by a statutory capital verification organization and issue a certificate. Sponsors shall hosting company was founded in the 30th Congress. Establishment made up 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. Promoters shall at the founding meeting of the 92nd article before 15th date of notice subscribers or make an announcement. Founding meeting representing the total number of shares one-second per cent of the subscribers present, 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, subscribers must be present at the meeting that more than half of the voting rights held by. 93rd 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. 94th article Board should Yu founded Assembly end Hou 30th within, to company registration organ submitted following file, application established registration: (a) about competent sector of approved file; (ii) founded Assembly of Conference records; (three) company articles; (four) organized company of financial audit report; (five) inspection funding proved; (six) Board, and Board of supervisors members name and the residence; (seven) statutory representative people of name, and residence. 95th company registration office since the Corporation registration applications received within 30th of making registration decisions. To comply with the conditions prescribed by this law, be registered to company business license does not meet the conditions specified in this law, is not registered. Date of issuance of the business license of the company, as the date of establishment of the company. After the founding of the company, should be announced. After the establishment of limited liability company registered, take the public share offer, shares should be reported to the securities regulatory authority under the State Council for the record. 96th company limited established at the same time establishes a branch, the branches should be registered with the company registration authority for to obtain business licenses. After the Corporation was established to set up branch offices, which shall be the legal representative of the company to the company registration authority for registration and business license. 97th 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. 98th changed to a limited liability company joint stock limited company shall comply with the conditions of the Corporation under this Act, and in accordance with this law on the establishment of a joint stock limited company procedures. 99th at the limited-liability company shall approve the change for the limited, reduced share shall be equal to the total net assets of the company. A limited-liability company shall approve the change for the limited, to increase its capital to the public offer of shares, shall, in accordance with the provisions of the Act relating to a public offer of shares. The 100th limited-liability company shall change for the limited, credits and debts of the former limited liability company by the Corporation inherited after the change. 101th joint stock limited company shall be the articles of incorporation, the shareholders register, provisioning, financial accounting report of the general meeting of the shareholders in the company. Section II general meeting of shareholders the 102th Corporation by the shareholders general meeting of shareholders. General meeting of shareholders is the company's authority, exercises its powers in accordance with this law. 103th article shareholders Assembly exercise following terms: (a) decided company of business approach and investment plans; (ii) election and replaced Director, decided about Director of paid matters; (three) election and replaced by shareholders representative as of prison thing, decided about prison thing of paid matters; (four) considered approved Board of report; (five) considered approved Board of supervisors of report; (six) considered approved company of annual financial budget programme, and accounts programme; (VII) considering and approving profit distribution plans and plans for making up losses of the company, and (VIII) adopt resolutions on the increase or reduction of the registered capital of the company, (I) adopt resolutions on the issuance of corporate bonds and (x) on the merger, Division, dissolution and liquidation of a resolution (11) to amend the articles. 104th annual meeting of the general meeting of shareholders shall be held once a year. Has following case one of of, should in two months within held temporary shareholders Assembly: (a) Director number insufficient this method provides of number or company articles by set number of two-thirds Shi; (ii) company not make up of losses up equity total one-third Shi; (three) holds company shares 10% above of shareholders requests Shi; (four) Board think necessary Shi; (five) Board of supervisors proposed held Shi. 105th general meeting by the Board of Directors in accordance with the provisions of this law shall be convened and presided over by the Chairman. Due to any special cause can no longer perform their duties, presided over by the Chairman, Deputy Chairman or other Director. Convening of the general meeting of shareholders, should be considered at the meeting on 30th to inform shareholders. An extraordinary general meeting shall not adopt resolutions on the matters not stated in the notice. Bearer shares have been issued, items of the preceding paragraph shall, within 45 days of the meeting before the announcement. Holders of bearer shares attending the general meeting of shareholders shall be in 5th to the shareholders at the close of the meeting the shares are deposited with the company. 106th shareholders present at a general meeting of shareholders, each share held by one vote. By resolution at a general meeting of shareholders, must be approved by more than half of the votes held by shareholders attending the meeting approved. General meeting of shareholders adopt resolutions on the merger, Division or dissolution of the company shall be subject to two-thirds of the votes held by shareholders attending the meeting adopted. 107th amend the company's articles of association must be present at the general meeting of shareholders of at least two-thirds of the votes held by shareholders. The 108th general meeting of the shareholders may appoint proxies to attend, power of Attorney agent shall be submitted to the company shareholders, and within the scope of authorization to exercise the right to vote. 109th general meeting of shareholders shall decide on the matters as records, signed by the directors attending the meeting. Meeting records should work with the signature of the attending shareholders and proxy Proxy saved. 110th shareholders are entitled to inspect company regulations, records and financial statements of the general meeting of the shareholders, the company's trading recommendations or questions. 111th article the resolution of the general meeting of shareholders, Board of Directors violate laws, administrative regulations, and violations of the legitimate rights and interests of the shareholders, shareholders have the right to bring a lawsuit brought to stop the violations and abuses. Board of Directors, section III Manager, 112th joint stock limited company Board of Directors, whose members were between five and 19 people. Board on shareholders Assembly is responsible for, exercise following terms: (a) is responsible for convened shareholders Assembly, and to shareholders Assembly report work; (ii) implementation shareholders Assembly 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 of programme and issued company bonds of programme; (VII) elaboration of merger, Division, dissolution of the company, (VIII) decided the internal management structure of the and (IX) the appointment or removal of the Manager, upon nomination by the Manager, the appointment or removal of the Deputy Manager, head of finance, determine its remuneration; (j) to develop the basic management scheme of the company. 113th, Chairman of the Board of Directors has a person can have one or two Vice-Chairmen. The Chairman and Vice Chairman of its Board of Directors elected by a majority of all the directors. Chairman of the Board for the company's legal representative. 114th Chairman shall exercise the following powers: (a) the calling and presiding over meetings of the Board and preside over the meeting, (ii) checking implementation of the resolutions of the Board and (iii) sign company stocks, corporate bonds. Vice Chairman shall assist the Chairman, when the Chairman is unable to fulfil its mandate, by the Vice Chairman, Vice Chairman of its terms of reference. 115th term of Directors prescribed by the regulations, but a term of not more than three years. Expiry of the term of Directors, shall be eligible for re-election. Before the expiration of a Director's term, the shareholders shall cancel its duties. 116th Board of Directors held at least two meetings a year, each meeting should be held on 10th of the meeting to inform the directors. Interim meeting of the Board of Directors, you can set a time limit for notifications and notification called a Board. The 117th meeting of the Board of Directors shall hold a one-second per cent of the directors are present. Board of Directors resolution must be adopted by a majority vote of all the directors. 118th Board meetings should be attended by the Director himself. Director is unable to attend, may in writing delegate any other Director to attend the Board of Directors, 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 and reporters sign the minutes of the meeting. Should assume responsibility for the resolution of the Board of Directors. Board of Directors resolution violates laws, administrative regulations or the articles of incorporation, 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. 119th company limited have a Manager, appointment or removal by the Board. 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) appoint or dismiss in addition to its Board of directors appointed or removed outside the persons responsible for the management and (VIII) other functions and powers of the company's articles of Association and delegated by the Board. Managers attend Board meetings. 120th according to the needs of the company, the Board of Directors may authorize the Chairman during sessions of the Board and exercise part of the terms of reference. Company's Board of Directors may decide, by the members of the Board of Directors serves as the Manager. 121th company decided on wages, benefits, workplace safety and labor protection, labor insurance and other vital interests of the staff shall first hear the views of trade unions and workers of the company, and invited the trade unions or workers ' representatives to attend relevant meetings. 122th production and management company decided on major issues, developing important policy, company unions should be heard and their views and suggestions. 123th directors, managers should comply with the articles of incorporation, faithfully perform their duties, the company benefits, position in the company and the terms of reference must not be used for their own personal gain. To 63rd on the 57th of this law shall not serve as directors of provisions, Manager Director, Manager duties, responsibilities and requirements applicable to the company's directors and managers. 124th of the Supervisory Board Supervisory Board of joint stock limited company established in the fourth section, which shall not be less than three. Convenor of the Board of supervisors shall choose one of its members. By shareholders on behalf of the Supervisory Board and the appropriate proportion of the workers of the company representatives, specific percentage prescribed by the regulations. The workers ' representatives in the Supervisory Board democratically elected by the workers of the company. Directors, managers and financial officers may not serve concurrently as a supervisor. 125th supervisor for three years of the term. Supervisors term shall be eligible for re-election. 126th article Board of supervisors exercise following terms: (a) check company of financial; (ii) on Director, and Manager implementation company positions Shi violation legal, and regulations or company articles of behavior for supervision; (three) Dang Director and Manager of behavior damage company of interests Shi, requirements Director and Manager be corrected; (four) proposed held temporary shareholders Assembly; (five) company articles provides of other terms. Supervisors Board meeting. 127th supervisory board rules of procedure and voting procedures prescribed by the regulations. 128th supervisor shall, in accordance with laws, administrative regulations, articles of incorporation, faithful in fulfilling its oversight responsibilities. This law from 57th to 59th, 62nd, 63rd to may not serve as a supervisor in the proposed section, as well as provisions of the supervisor's duties, responsibilities, apply to the company's supervisors. Fourth chapter limited share issue and transfer of shares in the first section issued 129th 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. 130th securities offerings, introduction of principles of openness, fairness and impartiality, must share the same rights, same unit and the same good. The shares 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. 131th stock price can be on par or above par value, but not less than par value. In excess of par value issued share premium included in the capital reserve of the company. Premium stock issue specific administrative measures shall be formulated separately by the State Council. The 132th stocks in paper form or any other form prescribed by the securities regulatory authority under the State Council. Shares shall set forth the following major items: (a) company name, (b) the date of registration and establishment; (c) the types of stock, par value and the number of shares they represent and (iv) the number of shares. Stock signed by the Chairman of the seal of the company. Sponsors ' shares shall clearly indicate the words sponsors ' share. 133th company to sponsor, State-authorized investment agency, a legal person shares shall be registered shares, and shall record the name of the author, institution or legal person, should not be lihu or representative's name secret. The public shares, shares may be registered or bearer shares. 134th 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. 135th of the State Council issued the provisions of this law can be other types of equity shares, make separate provision. 136th after the establishment of joint stock limited company registration, which formally deliver the stock to its shareholders. Registration prior to the establishment of companies shall not be delivered to the shareholder stock. 137th article company issued shares, must has following conditions: (a) Qian once issued of shares has raised foot, and interval a years above; (ii) company in recently three years within continuous profit, and can to shareholders paid dividend; (three) company in recently three years within financial accounting file no false records; (four) company expected margins can up earlier bank deposits interest rate. Companies new shares to current year profit, not subject to the preceding paragraph (b) restriction. 138th 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. 139th after the resolution of the general meeting of shareholders to issue new shares, the Board of Directors must apply to the authorized departments of the State Council or provincial approval. Belong to a public offer, subject to approval by the securities regulatory authority under the State Council. 140th company approved issuing new shares to the public, you must post IPO Prospectus and statement of financial accounting statements and subsidiary, and share subscription. Companies issue new shares to the public, securities underwriter shall be established by law, and an underwriting agreement. 141th company issuing new shares, according to the sustainable profitability and value of assets, determine the pricing scheme. 142th article after the company to issue new shares to raise enough shares must be registered with the company registration office for the change, and announcements. Section II transfer of shares the 143th shareholders shares can be transferred according to law. Shareholders to transfer their shares of the 144th article, must be carried out at a lawfully established securities exchange. 145th registered shares by the shareholder's endorsement or laws, administrative regulations and other transfers. The transfer of registered shares, by the assignee of the company name or the name and address recorded in the register of shareholders. Prior to the general meeting of shareholders on 30th 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. 146th transfers of bearer shares, by the shareholders at a lawfully established securities exchange to deliver the shares to the assignee who shall come into effect. 147th initiators to hold shares of the company, within three years from the date of the establishment of the company shall not be transferable. Company directors, supervisors, managers should be declared to the company holding the company's shares, and within the term shall not be transferable. 148th State authorized investment entity may, in accordance with the transfer of its shares, may also purchase shares held by other shareholders. Transfer or permission to buy shares, management practices, stipulated by laws and administrative regulations to be promulgated separately. 149th company is allowed to purchase the company's stock, but in order to reduce the company's capital and cancellation of shares or holds the shares of the company except when other companies merged. Company in accordance with the provisions of the preceding paragraph after the purchase of the company's stock, had to write-off some of the shares in the 10th, register such changes in accordance with the laws and administrative regulations and notices. Company shall not accept shares in the company as the subject of mortgage. 150th registered shares was stolen, lost or destroyed, the shareholders may, in accordance with the civil procedure law, publicizing the program, request the people's Court has invalidated these stocks. According to the exhortation proceedings, after the people's Court to declare the failure of stock, shareholders may apply for the issuance of stock to the company. 151th section listed companies referred to in this law refers to the issuing of shares of listed companies by the State Council, approved or authorized by the State Council securities regulatory authority listed in stock exchange trading co., Ltd. 152th article Corporation application its stock listed must meet following conditions: (a) stock by state securities management sector approved has to social public issued; (ii) company equity total many Yu Yuan 50 million Yuan; (three) opened time in three years above, recently three years continuous profit; original state-owned enterprise law alterations and established of, or this method implementation Hou new formed established, its main sponsors for State-owned medium enterprise of, can continuous calculation; (Four) holds stock face value up Yuan 1000 Yuan above of shareholders number not less than 1000 people, to social public issued of shares up company shares total of 25% above; company equity total over Yuan 400 million yuan of, its to social public issued shares of proportion for 15% above; (five) company in recently three years within no major violations, financial accounting report no false records; (six) State provides of other conditions. 153th joint stock limited company applying for listing of its shares trades, should be approved or authorized by the State Council securities regulatory authority under the State Council approved, in accordance with the relevant provisions of laws and administrative regulations, submit the relevant documents. The State Department or authorized by the State Council securities regulatory authority to meet the conditions prescribed in this law an application for the listing of shares shall approve; do not meet the conditions prescribed by this law, shall not be approved. After the application is approved the listing of stocks, listed companies must post their approved stock market reports, and stores its application documents available for public inspection at designated sites. 154th approved listing the company's shares, traded in accordance with relevant laws and administrative regulations. 155th approved by the securities regulatory authority under the State Council, listing overseas, the company's stock, and the specific measures formulated by the State Council to make special provisions. 156th listed companies must be in accordance with provisions of laws and administrative regulations, to disclose its financial condition and operations on a regular basis, published within six months of each fiscal year of the financial and accounting reports. 157th article listed company has following case one of of, by state securities management sector decided suspended its stock listed: (a) company equity total, and equity distribution, occurred changes no longer has listed conditions; (ii) company not by provides public its financial status, or on financial accounting report for false records; (three) company has major violations; (four) company recently three years continuous losses. 158th listed company before paragraph (b), (c) one of the circumstances listed in the verified consequences are serious, or the preceding paragraph (a), (d), one of the circumstances listed in, within the time limit is removed, do not meet the listed requirements, by the securities regulatory authority under the State Council decided to terminate the listing of its shares. Resolution for dissolution of the company, being the administrative authorities ordered to close or is declared bankrupt, the securities regulatory authority under the State Council decided to terminate the listing of its shares. Fifth chapter corporate bonds 159th joint stock limited company, State-owned companies and two or more State-owned enterprises or other two or more State-owned investors invest in limited liability companies, to raise operating funds, in accordance with this law to issue corporate bonds. The 160th article of the law, the term refers to a company of corporate bonds issued in accordance with legal procedures, prescribe a period for some debt securities. 161th article issued company bonds, must meet following conditions: (a) Corporation of net worth amount not below Yuan 30 million Yuan, limited responsibility company of net worth amount not below Yuan 60 million Yuan; (ii) cumulative bonds total not over company net worth amount of 40%; (three) recently three years average can distribution profit enough to paid company bonds a years of interest; (four) raised of funds into meet national industry policy; (V) interest rates on bonds shall not exceed the level of interest rates set by the State Council, (vi) other conditions stipulated by the State Council. Issuance of corporate bonds to raise funds, must be used for the purposes approved by the approval authority shall not be used to offset accumulated losses and unproductive expenditure. The 162th under any of the following circumstances, it shall not issue corporate bonds again: (a) the previously issued bonds, it has not been fully subscribed, and (ii) has issued corporate bonds or other debt default or delay in the payment of principal and interest of the fact, and is still continuing. 163th company limited, a limited liability company to issue corporate bonds, programmes developed by the Board of Directors, by resolution at a shareholders ' meeting. State-owned companies to issue corporate bonds, the State authorized investment entity or State authorized Department decisions. In accordance with the provisions of the second paragraph before adopting resolutions or decisions, the company shall be filed with the securities regulatory authority under the State Council for approval. 164th corporate bonds issued by the State Council. The securities regulatory authority under the State Council approve corporate bond issuance, shall exceed the size determined by the State Council. Securities administration departments of the State Council in accordance with the provisions of this law the issuance of corporate bonds of applications approved; an application does not meet the provisions of this law, shall not be approved. Approval has been made if found not to comply with the provisions of this law, shall be revoked. Corporate bonds have not been issued, discontinued; has issued corporate bonds, issued by the company shall be returned to the purchaser by payment and adding interest on bank deposits. 165th companies to seek the approval of the securities regulatory authority under the State Council has issued bonds, shall submit the following documents: (a) the company's registration certificate, (ii) the articles and (iii) for company bonds offer; (d) the assets appraisal report and capital verification report. 166th has issued bonds after the application is approved, shall be announced for company bonds offer. For company bonds offer shall set forth the following major items: (a) company name, (ii) the par value of the bond amount and bond, and (iii) interest rates on bonds; (D) the repayment terms and (v) start and end dates of the bond issue and (vi) company NET; (g) the total amount of corporate bonds issued and outstanding; (VIII) corporate bond underwriter. 167th to issue corporate bonds, must upload in bonds that the company name, par value, interest rate, repayment terms and other matters, and signed by the Chairman of the seal of the company. 168th company bonds may be classified as either registered bonds or bearer bonds. 169th company has issued bonds, it shall maintain a record of bond holders. Issued Division company bonds of, should in company bonds stub book upload Ming following matters: (a) bonds holds people of name or name and the residence; (ii) bonds holds people made bonds of date and the bonds of number; (three) bonds total, bonds of coupon amount, bonds of interest rate, bonds of debt coupon of term and way; (four) bonds of issued date. 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. 170th company bonds may be transferred. Transfer of corporate bonds should be carried out at a lawfully established securities exchange. The transfer prices of corporate bonds by the assignor and the assignee to agree. 171th registered bonds, bondholder's endorsement or other transfer prescribed by laws and administrative regulations. The transfer of registered bonds, the assignee by the company name or the name and address recorded in the corporate bond holders. Bearer bonds, by bondholders at a lawfully established securities exchange will be delivered to the bonds assignees upon takes effect. The 172th 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. Issuance of bonds convertible into shares of the company, shall be submitted to the approval of the securities regulatory authority under the State Council. Bonds convertible into shares of the company, in addition to conditions of issuance of corporate bonds should also meet the stock issuance conditions. 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. 173th 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. Sixth chapter corporate finance, accounting the 174th company shall, in accordance with the laws and administrative regulations and financial departments of the State Council provides for the establishment of the company's financial and accounting systems. 175th company shall prepare a financial report at the end of each fiscal year, and shall be reviewed and verified. Financial and accounting reports shall include the following statement of financial accounting statements and subsidiary: (a) the balance sheet and (ii) the profit and loss statement and (iii) statement of changes in financial position, and (iv) financial condition explanatory memorandum, (v) statement of profit distribution. 176th limited liability company articles of Association shall, in accordance with the prescribed time limit its financial and accounting reports to each shareholder. General meeting of the company's financial and accounting reports should be convened in the 20th annual previously provisioned in the company, for inspection by the shareholders. To raise the establishment set up a limited liability company must post its financial and accounting reports. 177th distribution of annual after-tax profits at the company, extracting profits 10% to its statutory reserve fund, and extract profit 5%-10% its statutory public welfare fund. Statutory reserve fund of the company more than 50% of total amount of registered capital of the company, can no longer extract. The statutory reserve fund of the company is not sufficient to compensate for the loss the previous year, in accordance with the provisions of the preceding paragraph prior to the statutory reserve fund and the statutory public welfare fund, shall be used to make up for the loss of profits that year. After the statutory provident funds from the profit of the company, by resolution of the shareholders, you can extract any provident fund. Company losses and the profit remaining after extraction reserve, statutory public welfare fund, a 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. Shareholders ' meeting or the Board of violation of the provisions of the preceding paragraph, in the company's losses and statutory provident funds, but before the statutory Welfare Fund to distribute profits to their shareholders, must assign a violation of return the company profits. 178th joint stock limited company in accordance with the provisions of this law, in excess of par value of stock issue prices of shares of the premiums and financial departments of the State Council provisions included in the capital reserve other income should be classified as capital reserve of the company. 179th company Provident Fund is used to cover company losses, expand its production and operation, or to increase the company's capital. When the Corporation by resolution of a general meeting to provident funds into capital, existing shares by its shareholders increased delivery of new shares or par value per share. When the mandatory provident fund scheme into capital, retained by the registered capital of the Fund shall not be less than 25%. 180th company extracts the statutory public welfare fund for the collective welfare of the employees of the company. 181th outside the company except for the statutory accounting, not separate accounting records. On the company's assets shall not be stored in any individual opening an account. The seventh chapter 182th merger or Division of companies merger or Division shall be made by the company's shareholders ' meeting resolution. 183th company merger or Division, must be approved by authorized departments of the State Council or provincial governments. Merger by absorption of the 184th company merger and consolidation in two forms. 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. Mergers, should sign 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 at least three times. Creditors from the date of receipt of the notice in the 30th, did not receive a notice within 90 days since the date of the announcement for the first time has the right to require the company to pay off debt or to provide appropriate security. Not pay off debt or does not provide the guaranty, the company may not be merged. When the companies merged, 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. 185th Division of a company, its assets be split accordingly. When the Division of a company, shall prepare a balance sheet and a schedule of assets. Company shall inform the creditor within the Division resolution date of 10th and 30th in the notice in the newspaper at least three times. Creditors from the date of receipt of the notice in the 30th, did not receive a notice within 90 days since the date of the announcement for the first time has the right to require the company to pay off debt or to provide appropriate security. Not to pay off the debts or provide corresponding guarantee, no Division of the company. Corporate Division the agreement reached before the debt assumed by the company after the separation. The 186th article when 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 at least three times. Creditors from the date of receipt of the notice in the 30th, did not receive a notice within 90 days since the date of the announcement for the first time has the right to require the company to pay off debt or to provide appropriate security. After the company cut its capital the registered capital shall not be less than the statutory minimum limits. 187th limited liability companies to increase registered capital, shareholders contributing additional capital funding in accordance with this Act to set up a limited liability company subscribed the relevant provisions. Corporation to increase its registered capital to issue new shares, shareholders to subscribe new shares should be established in accordance with this law Corporation pay a share of the relevant provisions. The 188th 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. The eighth chapter of bankruptcy, dissolution and liquidation of the 189th companies unable to repay debts, is declared bankrupt according to law by the people's Court in accordance with the provisions of the relevant laws, organizations, related bodies and the relevant professionals, set up a group of shareholders, bankruptcy and liquidation of the company. 190th company has any of the following circumstances, may be dissolved: (a) the company operating period as prescribed by the articles expires or as specified in the articles of other causes for dissolution occurs; (b) the shareholder resolution for dissolution; (c) the merger or Division of the company to be dissolved. 191th company in accordance with the preceding paragraph (a), (b) dissolution of the provision, should set up a group in the 15th, liquidation by the shareholders of the limited liability company, Inc liquidation Group determined by the general meeting of shareholders to be elected; fails to set up a group for liquidation, creditors can apply for the liquidation team of people's Court shall designate the persons concerned to carry out the liquidation. The people's courts shall accept the application, and specify a member of the liquidation team to carry out the liquidation. 192th company was ordered to close down by law in violation of the law and administrative regulations shall be dissolved by the relevant competent authority organizations shareholders, related bodies and the relevant professionals, set up a group to carry out the liquidation. 193th article liquidation group in liquidation during exercise following terms: (a) cleanup company property, respectively prepared balance sheet and property listing; (ii) notification or announcement creditors; (three) processing and liquidation about of company not settled of business; (four) paid by owes tax; (five) cleanup claims, and debt; (six) processing company settlement debt Hou of remaining property; (seven) representative Company participation civil activities. 194th liquidation group shall notify the creditors since its founding in the 10th, and in a newspaper within 60 days notice at least three times. Within 30th of creditor shall, upon receiving notice, did not receive a notice within 90 days since the date of the announcement for the first time, to the liquidation team to declare their claims. Creditors to declare their claims, shall explain relevant matters, and provided supporting materials. The liquidating Committee shall register of the claims. 195th 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 shareholders or to the relevant competent authority for confirmation. Company's assets to pay off company debts, payment of liquidation expenses, wages and labor insurance expense, respectively, to pay taxes owed, pay off company debts. Property of the company according to the provisions of the preceding paragraph after the liquidation of the remaining assets, the 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 shall not undertake new business activities. Companies not complying with the provisions of the second paragraph before the liquidation of property, shall not be distributed to shareholders. 196th due to dissolution and liquidation of the company, the liquidation group in the properties of the company, after preparing a balance sheet and a schedule of assets, found insufficient to repay the debt of a company's property, shall immediately 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. 197th after the liquidation of the company, the liquidation team shall make a liquidation report submitted to shareholders or to the relevant competent authorities confirm that, and submitted to the company registration office, apply for company registration, the company terminated. Do not apply for company registration, company registration authority shall revoke its business license, and shall be published. 198th members of the liquidating Committee shall faithfully perform, 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. Nineth part of foreign company branch of the 199th foreign companies in accordance with the provisions of this law may set up branches in China, engaged in production and business activities. Refers to this law, a foreign company registered and established outside China under foreign law firms. Article No. 200 foreign companies to 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. Article No. 201 to set up branches in China by foreign companies, 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. Article No. 202 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. No. 203 foreign companies belong to a foreign legal person, set up its China branch of China does not have legal personality. Foreign company branches operate on the territory of China shall bear civil liability. Clause No. 204, approved the establishment of the 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. Article No. 205 foreign companies to withdraw their 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. Tenth chapter legal responsibility No. 206 article violation this method provides, handle company registration Shi false registered capital, and submitted false proved file or take other fraud means hide important facts made company registration of, ordered corrected, on false registered capital of company, sentenced false registered capital amount 5% above 10% following of fine; on submitted false proved file or take other fraud means hide important facts of company, sentenced 10,000 yuan above 100,000 yuan following of fine; plot serious of, Revocation of registration. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 207 making false prospectuses, stock books, stocks or corporate bonds issued for company bonds offer shall be ordered to stop issuing refund the proceeds and interest thereon, illegally raised funds penalty with less than 1% 5%. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 208 to sponsors, shareholders did not pay cash, in kind or does not transfer property, false funded, deceive creditors and the general public, ordered corrective action and imposed false funded amount of fine of up to 10% the 5%. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 209 sponsors, shareholders of the company after the company was founded, withdrawal of funding and ordered corrective action and sentenced to between 10% 5% over the flight of capital contribution amount of fines. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 210 without approval from the relevant authorities of the provisions of this law, issuing shares or corporate bonds shall be ordered to stop issuing refund the proceeds and interest, amount of illegal funds raised by fines of 1% more than 5% below. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 211 of the company violates this law, outside the statutory accounting records separate accounting books shall be ordered to correct, punishable by fines of less than 10,000 yuan and 100,000 yuan. Constitute a crime, criminal responsibility shall be investigated according to law. Company assets in the name of any individual opening an account store, confiscate the illegal income and imposed illegal gains more than 1 time fined not more than five times. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 212 of the company to its shareholders and the public to provide false financial accounting reports or concealing important facts, are directly responsible for the charge and the other persons sentenced to less than 10,000 yuan and 100,000 yuan in fines. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 213 in violation of the provisions of this law, State assets cheap folding stock, low prices or free to individuals and managers directly responsible and other persons directly responsible shall be given administrative sanctions. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 214 directors, supervisors, managers, their authorities by accepting bribes and other illegal income or seize the company's property, confiscated and ordered to return the property of the company, disciplined by the company. Constitute a crime, criminal responsibility shall be investigated according to law. Directors and managers misappropriated company funds or loan company funds to others, is ordered to return funds, disciplined by the company, its income from company-owned. Constitute a crime, criminal responsibility shall be investigated according to law. Directors, managers, violations of the provisions of this law to the company's assets for the company's shareholders or other personal debt guarantee, order cancellation guarantee, and shall be liable for the illegal revenue guarantee company-owned. The circumstances are serious, disciplined by the company. Article No. 215 directors, managers, violation of provisions of this law, proprietary or for the business and the company of others of similar business, apart from the income from its company-owned, and may be disciplined by the company. Article No. 216 of the company are in accordance with the provisions of this law the statutory reserve, statutory public welfare fund, ordered a refund the amount of the supplement shall be drawn, and companies can be fined 10,000 yuan and 100,000 yuan fine. Article No. 217 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 shall be ordered to correct the company fined 10,000 yuan and 100,000 yuan fine. Company in liquidation, misprision of property, balance sheet or property list as false records or unliquidated obligations were assigned before the company's assets shall be ordered to correct, hiding for company property or unliquidated obligations before assigning the company property value of 1% up to 5% the fine. Directly responsible for the charge and the other persons sentenced to less than 10,000 yuan and 100,000 yuan in fines. Constitute a crime, criminal responsibility shall be investigated according to law. No. 218 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 and order them to correct. Members of the liquidating Committee terms of reference of the malpractices for personal gain, or seek illicit income or assets in appropriate company, ordered to return the property of the company, confiscate the illegal income and illegal gains shall be punishable by more than 1 time fined not more than five times. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 219 property assessment, verification or validation provided false documents, confiscate the illegal income, impose illegal gains more than 1 time fined not more than five times, and can be ordered by the competent authorities according to law the Agency closed, persons directly responsible for the certificates were revoked. Constitute a crime, criminal responsibility shall be investigated according to law. Bear assets assessment, verification or validation provided there are major omissions in the report of the Agency as a result of negligence, ordered corrective action and plot heavy, fined not more than 1 time in the income more than three times, and may be ordered by the competent authorities according to law the Agency closed, persons directly responsible for the certificates were revoked. Article No. 220 of competent departments authorized by the State Council, does not meet the conditions specified in this law established the company's application to be approved, or does not meet the conditions specified in this law, applications for issue of shares approval, if the circumstances are serious, the directly responsible person in charge and other direct liable persons shall be given administrative sanctions. Constitute a crime, criminal responsibility shall be investigated according to law. The securities regulatory authority under the State Council No. 221 article does not meet the conditions specified in this law shares, stock listing and bond issuance application to be approved, if the circumstances are serious, the directly responsible person in charge and other direct liable persons shall be given administrative sanctions. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 222 of the company registration authority for the registration application does not meet the conditions specified in this law shall be registered, if the circumstances are serious, the directly responsible person in charge and other direct liable persons shall be given administrative sanctions. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 223 of company registration authority 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 to shield illegal registration, directly responsible and other persons directly responsible shall be given administrative sanctions. Constitute a crime, criminal responsibility shall be investigated according to law. No. 224 had not been legally registered as a limited liability company, or Corporation, and fraudulent use of a limited liability company, or on behalf of the Corporation, shall be ordered to correct or be banned and fined 10,000 yuan and 100,000 yuan fine. Constitute a crime, criminal responsibility shall be investigated according to law. Article No. 225 without valid reason for more than six months after the establishment of the company is not opened, or ceases to continuously for more than six months after opening, the company registration authority shall revoke its business license. Change company registration matters, was not in accordance with the provisions of this law relating to registration of changes, ordered to register fails to register is punishable by fines of less than 10,000 yuan and 100,000 yuan. No. 226 foreign companies in violation of the law, China to set up branches in China without authorization shall be ordered to correct or close, and fined 10,000 yuan and 100,000 yuan fine. No. 227 in accordance with this law shall discharge the responsibilities of approving authorities, meets the statutory conditions of application shall not be approved, or the company registration authority in accordance with the statutory conditions of application, registration, the parties concerned may apply for reconsideration or bring an administrative lawsuit in accordance with law. Article No. 228 of the company violated the provisions 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. Before the implementation of the 11th chapter by-laws No. 229 of this law in accordance with the laws and administrative regulations, local regulations and relevant administrative departments of the State Council of the limited liability company, registered and established the Corporation standard opinion of the company, remain, which does not contain all the conditions provided for in this law shall be achieved within the deadline stipulated in the conditions provided for in this law. Specific measures for implementation, by the State Council separately. Belongs to the high-tech company limited, sponsors industry property right and non-patent technology pricing, investment accounted for the proportion of registered capital of the company, company applications for issuance of new stocks and stock market conditions, shall be separately formulated by the State Council. Article No. 230 of this law shall enter into force on July 1, 1994.

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