Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/dfzfgz/201210/20121000377307.shtml
Interim measures for the Community regulation and oversight of joint-stock company in Zhuhai city
(June 28, 2012, Zhuhai city, the eighth session of the Standing Committee of the people's Government of the 6th review through July 26, 2012 84th Zhuhai city people's Government promulgated as of September 1, 2012) Chapter I General provisions
Article for the further specification of this community, joint-stock company operations and management, strengthen supervision, protecting the legitimate rights and interests of companies, shareholders and creditors, and promote community development of stock cooperative economy, combined with the city's actual, these measures are formulated.
Article from the restructuring of the rural collective economic organizations set up in the city of Community joint-stock company (hereinafter referred to as joint-stock company) operation, management and supervision of the application of this approach.
Article III district (hengqin new area and economic zone) community economic management departments and town people's Governments, neighborhood Office is responsible for the direction and supervision of the joint-stock company, and ensure the implementation of these measures.
The fourth city and district governments (hengqin new area and economic zone) through financial support and finance, technology, human resources support, and industrial policies to guide measures and promote the development of joint-stock company and transformation and upgrading.
Joint-stock company enjoys rights under laws and regulations for collectively owned enterprises, law, regulations and policies for collectively owned enterprises and rural collective economic organizations provided for preferential treatment.
The fifth district (hengqin new area and economic zone) community economic management departments and town people's Governments, neighborhood offices in accordance with the relevant laws, regulations and policies, supervision and management of joint-stock company, shall perform the following duties:
(A) to supervise and inspect the joint-stock company of the laws, regulations, policies and implementation of the company's articles, correcting acts in violation of laws, regulations and policies.
(B) implementation of the joint-stock company reform, development and collective assets management policies and measures.
(C) the supervision and guidance of joint-stock company assets, property rights and property right registration, receive and mediate disputes over property disputes, as well as interests in shares of the joint stock company, supervision of joint stock company asset evaluation, property changes, and property transactions.
(Iv) supervision and guidance of joint-stock company set up a sound financial accounting systems, financial, statistical compilation and summary of the report at the urging, organization of joint-stock company financial check on a regular basis.
(E) oversee and guide the management of joint-stock companies, organization of training business managers of joint-stock companies.
(F) completion of city and district governments (hengqin new area and economic zone) assigned by the other matters relating to joint stock companies.
Sixth joint-stock company and audit supervision should be conscious, to appoint an intermediary to audit-related matters on a regular basis, accept supervision.
The district people's Government (hengqin new area and economic zone) community economic management departments and town people's Governments, neighborhood offices according to the actual need to audit-related matters.
The seventh joint-stock company's controlling shareholders, directors, supervisors and managers should not be used to harm the interests of joint-stock companies of their competence.
Violation of the provisions of the preceding paragraph and causes losses to the joint-stock company, the perpetrator shall be liable.
Eighth General meeting of joint-stock company, shareholders, representatives or resolution of the Board of violations of laws and regulations and these rules is invalid.
Representative of the general meeting of the shareholders, the shareholders or the called procedure, the Board of Directors voting or content in violation of laws and regulations, the approach, as well as articles, he may, within 60 days of the date of the resolution drew attention to the town people's Governments, neighborhood offices handle and correct the violations.
Nineth joint stock company shareholder meeting, representatives of the shareholders, Board of Directors and the Board of supervisors shall designate a person responsible for meeting attendance, record, collect related information such as business, and file save.
Chapter II administration of shareholders and shares Tenth joint stock company articles should be developed. Articles should be agreed by the two-thirds above all members of the collective economic organizations, and report to the town government, neighborhood offices audited, town, neighborhood Office audit results should be CC district people's Government (hengqin new area and economic zone) community economic management departments.
Articles in violation of laws and regulations and these rules should be changed.
Company's articles of Association shall contain the following:
(A) the name and address of the company.
(B) the purpose and business scope of the company.
(C) establishment of the company.
(Iv) the company's registered capital, shareholding structure and management approach, total shares and per share amounts.
(E) confirm or change of shareholder qualification of management practices.
(Vi) to be decided by the general meeting of shareholders the company significant asset disposals, as well as other significant matters range.
(G) the extent and conditions of equity transfer, inheritance scheme.
(H) the rights and obligations of shareholders.
(I) representatives of shareholders and their rights and obligations.
(J) the terms of reference for the general meeting of shareholders and shareholders ' representatives and the rules of procedure.
(11) the composition, terms of reference and the rules of procedure of the Board and Director.
(12) is the composition, terms of reference and rules of procedure of the Supervisory Board and supervisor for a period.
(13) the legal representatives and their terms of reference.
(14) the profit distribution, extraction and uses of Provident Fund, community chest.
(15) financial and accounting systems.
(16) changes in the company's articles.
(17) dissolution and liquidation.
(18) notifications and announcements.
(19) set dates of the regulations.
(20) other matters requiring clear.
11th joint stock company shall establish a register of shareholders.
Register shall record shareholders ' names, ID card number, home number, number of shares and equity certificates, acquisition date of the shares and so on.
Stock certificate is written to shareholders holding shares, stamped with the seal of the joint-stock company to take effect.
12th joint stock company shares can be inherited according to law, and can legally transfer between shareholders, but may not transfer.
The 13th shareholder shall enjoy the following rights:
(A) present or entrusts an agent to attend the general meeting of shareholders, shareholders ' representatives and by the articles of incorporation to exercise the right to vote.
(B) access to company shareholders, articles of Association, shareholders ' General Assembly and represents the minutes of meetings and resolutions of shareholders, boards of Directors and Supervisory Board resolutions, proposals and questions.
(C) access to company books and financial and accounting reports, suggestions and questions.
(D) according to the dividend on its shares.
(E) in accordance with this regulation to transfer shares.
(Vi) after the dissolution of the company involved in distribution of the remaining property in accordance with law.
(VII) other rights prescribed by the articles of the company.
14th shareholders shall perform the following obligations:
(A) in accordance with the laws, rules, regulations and the articles of incorporation to exercise the shareholder's rights, and consciously accept supervision.
(B) not abuse of shareholders ' rights undermine the interests of other shareholders or the company.
(C) to protect company trade secrets.
(D) other obligations as specified in the articles.
Chapter III general meeting of shareholders
The 15th General meeting of shareholders is the authority of joint-stock companies, by all shareholders of joint-stock company, and shall exercise the following powers:
(A) determining the company's operation guidelines and investment plans.
(B) decision on the members of the Board of Directors, supervisory board members and assessment incentives for the managers.
(C) the election, replacing shareholder representatives, directors and supervisors.
(D) determine the remuneration of Directors, supervisors.
(E) examine and approve the report of the Board of Directors and Board of supervisors.
(F) decide major matters of the company.
(VII) consideration by the annual financial budget and final accounts plans of the company.
(VIII) consideration through the company's profit distribution plans and plans for making up losses.
(IX) considering and approving any surplus reserve percentage.
(J) decide to increase or reduction of the registered capital of the company.
(11) company dissolution, liquidation or transformation of the company.
(12) decision of authorized shareholder representative will exercise the shareholders mandate and veto the resolution of the shareholders ' representatives.
(13) to amend the articles.
(14) other authorities prescribed by the articles of the company.
Sixth in the preceding paragraph on the major issues involved in the transfer of land use right of the company (including joint venture cooperation is conditional on the land-building) should be carried out according to provisions in the land agencies public trading, and regulated by the town government, the subdistrict office. 16th General meeting at least once a year, convened by the Board of Directors.
Board of Directors failed to perform their duties, convened by the supervisory board; failure to perform duties of the Supervisory Board, merging joint stock company groups of more than one-tenth shares may be called up.
17th section convenor of the general meeting of shareholders shall be held 3rd session of the Conference, location, convenor, facilitator, consider matters and the agenda have notice to all shareholders.
18th general meeting of the Board of Directors convened and presided over by the Chairman, the Chairman cannot or should not perform his duties, chaired jointly by half or more of the directors elected a Director.
Board of supervisors convened general meeting of shareholders, presided over by the convenor of the supervisor, supervisor of Convenor cannot or should not perform their duties, by more than half of supervisors chaired jointly elect a supervisor.
Convened by the joint holders of a general meeting, the shareholders can be elected by the shareholders jointly chaired a shareholder. 19th all shareholders are entitled to attend the general meeting of shareholders, and may appoint proxies to attend the meeting and vote in writing. Appoint proxies to attend, the agent shall submit a power of attorney signed by the delegates.
The power of attorney shall include the agent's name, representation, permissions, and deadlines.
Joint-stock company directors, supervisors, managers and independent directors shall attend the general meeting of shareholders, listen to the shareholders to consider matters of audit and answer shareholders ' questions.
20th Board of Directors, Board of supervisors, merging joint stock companies one-tenth more shares jointly, and to the shareholders ' right to propose the motion.
21st General meeting of shareholders adopted a division or field does not vote by secret ballot, shareholders with voting rights of the shares of the company held by the same. Convener in advance should be strictly according to the number of shares of the joint stock company votes.
Stamped with the seal of the joint stock company after the entry into force of votes.
The 22nd General meeting of shareholders to vote this way 15th article first to fifth matters and the 14th, by half or more of the shareholders to attend the meeting, together holding more than half of the shareholders of joint-stock company consent pass.
Shareholders vote this article 15th matters from sixth to 13th in the first paragraph, subject to the above two-thirds shareholders attended the meeting, together holding over two-thirds shares of joint-stock company's shareholders agreed to be adopted by.
Chapter fourth shareholders ' representatives
23rd shareholder representatives will be based on the general meeting of shareholders authorized the exercise of authority, representatives from all the shareholders. Shareholder representatives and the way prescribed by the Constitution. Board of Directors and supervisory board member is a representative of the shareholders, of course.
Shareholder representative term of Office prescribed by the Constitution, but a term of not more than five years.
Joint-stock company shareholder's representative certificate should be issued to the shareholders ' representatives, as part of its exercise of the rights related to the voucher.
24th shareholder representative will be authorized by the general meeting of shareholders, may exercise apart from the first paragraph of this article 15th tenth to 13th of the outside shareholders ' mandate. Shareholder representatives will vote, the matter should be publicized for five days.
Merge over one-tenth shares of joint-stock company's shareholders objected to the resolutions adopted by the shareholder representative will, the matter shall be submitted to the general meeting of shareholders to vote. 25th shareholder representatives will be convened by the Board of Directors, presided over by the Chairman.
Chairman cannot or should not perform his duties, chaired jointly by half or more of the directors elected a Director.
Board of Directors failed to perform their duties, one-fifth per cent of shareholders ' representatives can jointly convened and elected a shareholder representative.
26th convener of the shareholder representatives should be at the 3rd meeting of the Conference, location, convenor, facilitator, consider matters and the agenda have notice on behalf of all the shareholders.
27th insufficient number of shareholder representatives present at the shareholders ' representatives two-thirds, representative of shareholder resolutions will be made void.
Shareholders meeting of the shareholder representatives on behalf of one person, one vote, shareholders ' representatives will vote matters, present two-thirds per cent of shareholders ' representatives agreed to pass.
The fifth chapter Board of Directors The 28th joint stock company Board of Directors.
Member of the Board of Directors elected by the general meeting of shareholders in shareholders, in principle, the number of five to 11 rooms in the singular and another independent Director. Have a Chairman of the Board, elected by the directors or according to the election method.
Chairman of the Board for the company's legal representative. The 29th independent directors appointed by the seat of town government, neighborhood offices.
Independent directors responsible for joint-stock companies and the relevant government departments and town government, the subdistrict office communication and coordination, supervision of joint-stock company, violations of the articles the right to ask questions of the Board, approved by the town government, neighborhood offices, where, if necessary, convene a shareholder or the general meeting of shareholders.
Independent directors do not participate in the joint-stock company's operation and management work, without the right to vote, is not paid to the joint-stock company. Article 30th Director's term shall be prescribed by the articles, but a term of not more than five years.
Directors term and can be re-elected for a second term.
Expiry of the term of Directors failing to hold elections or resign during his term was not timely by-election result less than a quorum of the members of the Board and re-election or additional directors to be elected prior to taking office, former directors should continue to carry out duties of Directors.
31st Board of Directors to the general meeting of shareholders and shareholders ' representatives will be responsible, under the supervision of the Board of supervisors shall exercise the following powers:
(A) convene the general meeting of shareholders, the shareholder representative will, and to report to the general meeting of shareholders, the shareholder representative will work.
(B) according to the company's articles of association recognized qualification.
(C) the implementation of the resolution of the general meeting of shareholders, shareholders ' representatives.
(D) development of operating plans and investment programs of the company.
(E) developing the annual financial budget and final accounts plans of the company.
(F) to formulate the company's profit distribution plans and plans for making up losses.
(VII) develop programmes of increase or reduction of the registered capital of the company.
(H) elaboration of the dissolution or liquidation of the company or change of corporate form programme.
(I) the Manager decides the appointment or removal companies and remuneration, and according to company managers decided the nomination of appointment or the dismissal of Assistant Manager, head of finance and employment.
(J) the development of the company's basic management system.
(11) other authorities prescribed by the articles of the company.
32nd meeting, convened and presided over by the Chairman of the Board of Directors; the Chairman cannot or should not perform his duties, by more than half the directors convened and presided over a Director is elected. 33rd board meeting should be attended by the Director himself.
Board of Directors meetings shall be attended by over half of the directors shall be held.
Attend the meetings of the Board of Directors of one person, one vote, resolutions of the Board shall be subject to more than half of all Directors shall be valid without a vote.
Article 34th Board resolutions shall be from the date of the end of the meeting in the 3rd community or where the joint-stock company announcements.
The sixth chapter, Board of supervisors
35th Supervisory Board elected by the general meeting of shareholders at the shareholders a total of three to five rooms in the singular. Supervisor for the period as specified in the articles, but a term of not more than five years.
Supervisor term and can be re-elected for a second term.
Convenor of the Board of supervisors shall have supervisors, supervisors are elected or according to the election method.
Directors and management personnel shall not serve concurrently as a supervisor.
Article 36th Board of supervisors shall exercise the following powers:
(A) assign at least two supervisors to attend meetings of the Board, and raises questions on matters of Board resolution or recommendation.
(B) to supervise the official conduct of Directors and management.
(C) to submit proposals to the general meeting of shareholders, the shareholder representative will.
(D) the Board does not meet convened general meeting of shareholders, the shareholder representative duties, calling meetings of shareholders and shareholder representatives. (E) the found situation of joint-stock companies or financial revenues and expenditures when an exception occurs, it may raise questions, and requested the joint-stock company managers say.
The local town government, neighborhood offices agree, can employ auditing Agency, costs borne by the auditing company.
(F) implementation of the examination system, organizations for directors, supervisors and managers of evaluation, and recommends that the general meeting of shareholders or representatives of shareholders according to assessment results will take deductions pay, removal and other way to hold people accountable.
(G) the company articles of Association and the general meeting of shareholders, the shareholder representative will be granted additional powers.
37th Convenor is responsible for convening and hosting the meetings of the Supervisory Board of supervisors; supervisor of Convenor cannot or should not perform their duties, by more than half of supervisors convened and presided over jointly elect a supervisor. The 38th meeting of the Supervisory Board shall be attended by the supervisor himself.
Should have more than half of the supervisors to attend the meeting of the Supervisory Board shall be held.
Attend meetings of the Supervisory Board of supervisors one person one vote, resolutions shall be adopted by more than half of all the supervisors vote to be valid.
39th resolutions of the Supervisory Board shall be from the date of the end of the meeting in the 3rd community or location notice.
The seventh chapter directors, supervisors and managers
40th under any of the following circumstances shall not act as directors of joint-stock companies, supervisors and managers:
(A) legal incapacity or restricted legal capacity.
(B) resulting from corruption, bribery, embezzlement, misappropriation of property, or disrupting the order of the Socialist market economy, were sentenced to penalties of execution expires not more than five years, or deprivation of political rights for crime, execution expires not more than five years.
(C) the bankruptcy and liquidation of companies, Corporate Director or Director, Manager, personal responsibility for the bankruptcy of the company, Enterprise, since the company, bankruptcy less than three years from the date of completion of liquidation.
(D) as the law is revoked, is ordered to close down companies, the legal representative of the enterprise, individual responsibility and, since the companies and enterprises are revoked or is ordered to close down the date of less than three years.
(E) the large amount of debt is overdue. Joint-stock company election violation of the provisions of the preceding paragraph, appoint directors, supervisors or hiring managers, the election, appointment or employment is invalid.
Directors, supervisors, management personnel in Office during any one of the circumstances listed in the preceding paragraph, joint-stock company shall be removed from Office.
Between members of the Board of Directors, members of the Supervisory Board, Board members and supervisory board members may not have a relationship or a blood relative.
41st directors, supervisors and managers shall not be any of the following acts:
(A) misappropriation of funds of joint-stock companies.
(B) violation of the articles of Association of the company with or without shareholders, on behalf of the shareholders or the Board of Directors, company funds to lend to others or provide others with guarantees on company property.
(C) violation of the provisions of the articles of the company or without consent of the general meeting of shareholders, the shareholder representative will, signed a contract with others without permission, and the company enters into a contract or transaction.
(D) the unauthorized use of the company seal, loss or serious consequences for the company.
(E) without the consent of shareholders or representatives of shareholders, seeking bribes for themselves or others belonging to the company's business opportunities, import-or for the business and the company of others of similar business.
(Vi) acceptance of others and trading commissions for himself.
(G) the unauthorized disclosure of the company's trade secrets.
(VIII) other acts in violation of the faithful and diligent obligations to the company. Directors, supervisors, and revenue management in violation of the provisions of the preceding paragraph shall belong to the joint-stock company, causes losses to the joint-stock company shall be liable.
The circumstances are serious, relevant departments of the surrender process. The 42nd directors, supervisors and managers of the circumstances prescribed in the first paragraph of this article 41st, shareholders may request the joint-stock company, joint-stock company shall, upon receipt of the application within the 30th investigation and response.
Joint-stock company fails to reply or not dealt with according to law, shareholders can bring a town, street or district people's Government of the people's Government (hengqin new area and economic zone) community economic management departments shall deal with and correct the violations. Director, supervisor of the above-mentioned violations are confirmed, shall convene a general meeting of shareholders to decide whether removed.
Such violations were confirmed for the managers and should be dismissed.
The eighth chapter finances and accounting
Article 43rd joint stock company shall establish the company's financial and accounting systems. Joint-stock company shall, in each fiscal year, prepare financial and accounting reports.
Financial and accounting reports should be made according to the regulations. 44th article in addition to statutory accounting books, stock cooperative companies are not allowed to establish accounting books.
Joint-stock company funds shall not be stored in any individual opening an account.
The 45th General meeting of the Board of Directors shall be held in 10th joint stock company shareholders ' inspection of the annual financial accounting documents.
46th joint-stock company's after-tax profit losses, procedure for Provident Fund and the Community Chest can only be assigned.
Joint-stock company when no surpluses may be distributed.
47th joint stock company Provident Fund, there are statutory surplus reserve and discretionary surplus reserve fund. Joint-stock company distributes the annual after-tax profits, should 10% in the statutory reserve fund of joint-stock company to extract profits.
Joint stock company today extracts of statutory provident funds amounted to over 50% of the registered capital of the company, can no longer extract.
Discretionary surplus reserve fund in accordance with the articles of association provisions, general meeting of shareholders or a resolution of the shareholders ' representatives to extract and use.
The chest according to the provisions of the company's articles.
48th statutory surplus reserve in accordance with the following purposes:
(A) make up the losses.
(B) increase its registered capital.
(C) the provisions of laws and regulations for other purposes.
The Nineth chapter dissolution and liquidation
49th joint-stock company, one 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 general meeting of shareholders decides to dissolve.
(C) the law is revoked, is ordered to close or is revoked. 50th joint-stock company is dissolved, should be dissolved from the date of the event set up a group in the 15th, began liquidation. Liquidation by the shareholders.
Fails to set up a group for liquidation, creditors can apply for the seat of town government, specifies the composition of the subdistrict office liquidation group for liquidation.
51st liquidation during the liquidation period shall exercise the following powers:
(A) the properties of the company, preparation of balance sheets, inventory and the list of credits and debts.
(B) the approach to the company's ongoing business.
(C) required the company's debts of the debtor.
(D) in accordance with legal provisions and debt repayment pay off the debts of the company.
(V) distribution of remaining assets after liquidation of the company.
(Vi) represents companies in litigation or arbitration.
52nd prior deduction of liquidation group joint stock company property after liquidation expenses, according to the following order of priority:
(A) wages and social insurance contributions.
(B) taxes and late fees.
(Iii) the company's debt.
After liquidation of the company, the liquidation team shall, in accordance with the articles of the remaining property is distributed to the shareholders in proportion.
53rd the completion of liquidation, the liquidation team shall submit a liquidation report and statement of income and expenditure and financial books during the liquidation period, confirmation by the General Assembly of shareholders.
54th liquidation group in the properties of the company, preparation of balance sheets and the property directory, found the company's assets are not sufficient to repay its debts, it shall apply to the peoples court declaration of bankruptcy.
Company was declared bankrupt in accordance with law, in accordance with the relevant laws and regulations for liquidation.
The tenth chapter legal liability 55th article shares cooperation company violation this approach provides, refused to, and hinder District Government (cross Piano district, and economic function district CMC) Community collective management sector or town government, and subdistrict offices check, and supervision of, or refused to, and delay provides with audit matters about information or false of, District Government (cross Piano district, and economic function district CMC) Community collective management sector or town government, and subdistrict offices can ordered corrected, informed criticism or give warning; refused to corrected of,
Directly responsible to the head of personnel and other persons in accordance with this approach, be removed from Office or termination of their Office.
The 56th directors of joint-stock companies, supervisors and managers have damage or acts of the legitimate rights and interests of the shareholders of the company, from the district people's Government (hengqin new area and economic zone) Community collective management or town government, neighborhood offices in accordance with these measures to remove or dismiss from Office; losses, ordered to assume liability in accordance with law.
The 11th chapter by-laws
The 57th by resolution of a general meeting, joint-stock companies in accordance with relevant laws and regulations was reorganized as a limited liability company or Corporation.
58th article this city set up by the system reform of the rural collective economic organizations of other economic organizations of the community of operation, management and supervision in accordance with the measures implemented. 59th these measures shall come into force on September 1, 2012.
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