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Interim Measures For The Community Regulation And Oversight Of Joint-Stock Company In Zhuhai City

Original Language Title: 珠海市社区股份合作公司规范和监管暂行办法

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Provisional regulatory and regulatory approach to the jewell City Community Sharehold Cooperation Corporation

(Summit 6th ordinary meeting of the Government of the 8th meeting, held on 28 June 2012 to consider the adoption of Decree No. 84 of 26 July 2012 on the People's Government Order No. 84 of 26 July 2012 on 1 September 2012.

Chapter I General

Article 1, in order to further regulate the operation and management of the commune consortium, strengthen oversight, protect the legitimate rights and interests of companies, shareholders and creditors, promote the development of the community-based economy, and develop this approach in the light of the reality of this city.

Article 2

Article 3. Collective economic management and the Town People's Government, the People's Government of the District (Bangino New Zone, Economic Functional Zone Commission) are responsible for guiding and overseeing the operation of the Sharehold Cooperation Corporation and ensuring its implementation.

Article IV promotes the development and transition of shares cooperation companies through financial support and financial support, science and technology, enabling talents and industrial policy guidance.

The company enjoys the rights provided by law, legislation and regulations for all collective enterprises and enjoys preferential treatment under the laws, regulations and policies for all collective enterprises and rural collective economic organizations.

Article 5

(i) Monitoring and inspecting the implementation of the corporate regulations, regulations, policies and corporate charters to correct violations of laws, regulations and policies.

(ii) Implement policy measures on corporate reform, development and management of collective assets.

(iii) Oversight and guidance on the inventory of nuclear resources, property rights definition and property registration of shares cooperating companies, the processing and conciliation of property disputes and equity rights disputes, the regulation of asset assessment, property change and property transactions of the company.

(iv) To monitor and guide the establishment of a sound financial accounting system by the company, to promote the completion of financial, statistical statements, and to organize regular financial inspections by the company.

(v) Monitor and guide the operation management of the equity cooperation companies and organize the training of corporate operators.

(vi) Other matters relating to the company's cooperation in the interest of the commune, the people of the region (Chiding New Zone, the Economic Functioning Zone Commission).

Article 6 Shared cooperatives should be self-conscious of conducting and accepting auditing oversight, and regularly hire brokers to conduct audits of related matters and to accept shareholders' oversight.

Collective economic management and the Government of the People's Republic of the Region (Bangino New Zone, Economic Functional Commission) can audit related matters on the basis of actual needs.

Article 7

In violation of the preceding paragraph, the perpetrator should be liable for losses incurred by the company.

Article 8

The shareholders were of the view that the assembly process, the representative of the shareholders or the Board of Trustees, the manner in which the voting or the content of the resolution were in violation of the law, regulations, the present approach and the corporate charter could be brought to the Government of the Town within sixty days of the date of the resolution and the street offices to deal with and redress the violation by law.

Article 9. The Sharer Cooperation Corporation shall convene the Constitutive General Conference, the shareholders' representatives, the Board and the Office of the High Commissioner, and shall designate a specialized person responsible for the work of the Conference, recording, collating the information on the meetings, as well as for the maintenance of the archives.

Chapter II Shareholder and share management

Article 10 Cooperation companies should enact corporate statutes. The corporate charter should be agreed by more than two thirds of all members of the collective economic organization and reviewed by the Town People's Government, the Street Office, which should transmit the findings to the community-based economic management of the People's Government of the Region (the Yangchen New Zone, the Economic Functional Zone Commission). The corporate statute violates the provisions of the law, legislation and this approach.

The corporate statute shall contain the following matters:

(i) The name and residence of the company.

(ii) The purpose and scope of the company.

(iii) Modalities for companies.

(iv) Companies register funds, equity distribution and management approaches, total shares and each unit.

(v) Identify or modify the management approach of corporate shareholders' qualifications.

(vi) There is a need for the major asset disposal of companies decided by the shareholders to be covered by other major matters.

(vii) Location conditions, scope of transfers and inheritance options for equity rights.

(viii) Rights and obligations of shareholders.

(ix) The generation and rights and obligations of shareholders.

(x) The functions and rules of procedure of the shareholders General Assembly and the representatives of shareholders.

(xi) Composition, authority, rules of procedure and office of directors.

(xii) Composition, authority, rules of procedure and the term of office.

(xiii) The legal representative and his or her mandate.

(xiv) Responsibilities, payments and use.

(xv) Finance, accounting system.

(xvi) Modalities for corporate constitutions.

(17) Disbandment and liquidation.

(xviii) Announcements and means of notice.

(xix) Date of the constitution.

(20) Other matters requiring clarity.

Article 11. The company shall establish a roster of shareholders.

The list of shareholders should document the name or name of the shareholders, the identification number, the residence, the value of the shares, the number of tickets and the date of the acquisition of shares.

The equity certificate is a written voucher of the shares held by the shareholders and entered into force after the chapter of the Gae Cooperation Corporation.

Article 12 Shareholds of the company may be inherited by law and may be transferred between the shareholders in accordance with the law, but may not be transferred abroad.

Article 13 Shareholder has the following rights:

(i) To attend or entrust the agent with representation in the Constitutive Assembly, the shareholders' representatives and exercise the right to vote in accordance with the corporate statute.

(ii) Access to corporate shareholders' rosters, corporate constitutions, meetings of shareholders' conferences and shareholders' representatives and resolutions, boards and board resolutions, advice and advice.

(iii) Access to corporate accounting books and financial accounting reports, recommendations and queries.

(iv) A unitary gain based on its shares.

(v) Transfer of shares in accordance with this approach.

(vi) After the dissolution of the company, it is legally involved in the distribution of the property of the company.

(vii) Other rights under the corporate statute.

Article 14. Shareholder fulfils the following obligations:

(i) The exercise of the rights of shareholders in accordance with the laws, regulations, regulations and corporate statutes, and self-respect for this approach.

(ii) The rights of shareholders shall not be abused to undermine the interests of companies or other shareholders.

(iii) conservative corporate commercial secrets.

(iv) Other obligations under the corporate statute.

Chapter III Shareholder General Assembly

Article 15. The Shareholder General Assembly is the authority of the company of shares, consisting of the shareholders of the shareholders of the shareholders of the shareholders of the shareholders in the company and exercises the following functions:

(i) To determine the corporate business approach and investment plans.

(ii) Decided to punish members of the Board, members of the Bureau and the operational manager for the evaluation of awards.

(iii) Elections, replacement of shareholders' representatives, directors and heads.

(iv) To determine the remuneration of directors, heads of prisons.

(v) Consideration of the report of the Board of Trustees and the Principality.

(vi) The decision of the company to be a major matter.

(vii) Consideration of the adoption of the corporate annual financial budget and the accounting programme.

(viii) Consider the adoption of the corporate profit allocation programme and the compensation programme.

(ix) Consider ratifying the proportion of the withdrawal of the arbitrary surplus.

(x) The decision of companies to increase or reduce registration funds.

(xi) Resolves companies to disband, liquidate or change the form of companies.

(xii) Decides to authorize the representative of the shareholders to exercise the terms of reference of the General Conference and to reject the resolution of the representative of the shareholders.

(xiii) Amendments to corporate statutes.

(xiv) Other functions under the corporate statute.

The sixth paragraph concerned the transfer of land-use rights (including land-use-based cooperative construction) in major corporate matters, which should be made public in accordance with the provisions of the land trading agencies and subject to the supervision of the town's Government, the street offices.

Article 16 convenes at least once a year by the shareholders' assembly board. The Board does not perform its duties and is convened by the CPA; the CMS does not carry out its duties and consolidates the shareholders holding more than one of the shares of the shares of the company's shareholders.

Article 17 The Convenor of the Shareholder General Assembly shall notify all shareholders of matters such as the timing, location, convenor, facilitators, consideration of matters and agenda before the Conference.

Article 18 The Board convenes the General Conference of Shareholders, chaired by the Director, who cannot or fail to perform their duties, and is chaired by more than half of the directors.

The CPA convened the shareholders' conference, chaired by the Convenor, who could not or fail to perform their duties, and was co-elected by more than half of the prison.

The Constitutive Leader General, which is convened by UNDG shareholders, may be presided over by a shareholders.

Article 19 shall be entitled to participate in the Conference of Shareholders and may, in writing, delegate to attend and vote. The representative shall submit a letter of authorization entrusted by the author's signature. Authorization should contain the name, activism, competence and duration of the agent.

The director, treasury, business manager and independent directors of the company shall be present at the shareholders' conference and shall be consulted by the shareholders in the review of the matter.

Article 20, Board of Trustees, CMS, merger of shareholders holding more than one of the shares of the company, has the right to make a bill to the shareholders' assembly.

Article 21, the shareholders' assembly takes the same voting rights as their corporate share.

The convenor shall make a vote in strict accordance with the number of shares of the company. A vote was added to the public chapter of the company.

Article 2, paragraph 1, paragraphs 1 to 5 and 10 of this approach, shall be voted upon by the General Conference of the shareholders in the total number of shareholders holding more than half of the shares of the shares of the shares of the company.

The Conference voted on the matters set out in articles 15, paragraphs 6 to 13 of this approach, with the participation of more than two thirds of shareholders, with the consent of the shareholders that hold more than two thirds of the shares of the company.

Chapter IV Shareholder representatives

Article 23. The shareholders' representative shall be constituted by a representative of all shareholders, in accordance with the authority delegated by the shareholders General Assembly.

The selection and the resulting approach by the shareholders representative is governed by the corporate statute. The Board and the members of the Bureau are the ex officio shareholders. The term of office of the shareholders representative is governed by the corporate statute, but the term of office shall not exceed five years.

The shareholders' representatives should be granted a certificate of representation as a voucher to exercise their rights.

Article twenty-four representatives of shareholders may exercise the functions of the General Assembly of shareholders other than article 15, paragraphs 10 to 13.

The matters adopted by the shareholders representative shall be communicated for five days. More than one of the shareholders in the merging company had objected to the resolution adopted by the shareholders' representatives, which should be submitted to the shareholders' General Assembly.

Article 25 Shareholder representatives will be convened by the Board and chaired by the Director. The director cannot or does not perform his or her duties, and more than half of the directors co-located a director.

The Board does not perform its duties, and more than one fifth of the shareholders may be assembled by the co-sponsor and elected a representative of the shareholders.

Article 26 The holder's convenor shall notify all shareholders of matters such as meeting time, place, convenor, moderator, consideration of matters and agenda by three times.

Article 27, when there were less than two thirds of the shareholders' representatives present at the shareholders' conference, the resolution adopted by the shareholders' representatives was null and void.

The shareholders represented at the shareholders' conference may vote on behalf of a vote by the shareholders' representatives and may be adopted by more than two thirds of the shareholders present.

Chapter V Board of Trustees

Article 28 establishes the Board of Trustees of the company. Members of the Board were elected by the shareholders' General Assembly, with a number of singles between five and eleventh persons in principle and an independent director.

The director of the Board was elected by the director or based on the corporate electoral approach. The director is the legal representative of the company.

Article 29, an independent director was appointed by the Government of the town and the Street Office. The independent director is responsible for the coordination of communication between the company and the Government of the Town and the Street People's Government, the supervision of the operation of the Sharehold Cooperation Corporation, the right to provide advice on the conduct of the Board in violation of the corporate charter and, if necessary, with the approval of the Government of the town, the Street Office, the convening of the shareholders' representative or the shareholders' conference.

The independent director does not participate in the specific operation management of the company, without the right to vote, and does not receive compensation to the company.

Article 33 Terms of office of directors are governed by the corporate statute, but no longer than five years for each term. The term of office of the Director expires and may be re-elected.

The term of office of the Director has not been re-elected in a timely manner, or the resignation of a member of the Board has resulted in a lower number of members of the Board and should continue to perform his or her duties before the change or replacement of the elected director.

Article 31: The Board is responsible for the General Assembly and the shareholders' representatives to exercise the following functions under the supervision of the CMS:

(i) Convene the Constitutive Assembly, the shareholders' representatives and report to the Constitutive Assembly, the shareholders' representatives.

(ii) Recognition of corporate shareholders in accordance with corporate statutes.

(iii) Implementation of the resolution of the Conference of Shareholders, representatives of shareholders.

(iv) Development of corporate business plans and investment programmes.

(v) Development of corporate annual financial budget programmes and accounts programmes.

(vi) Development of corporate profit allocation programmes and compensation programmes.

(vii) Develop programmes to increase or reduce registered funds by companies.

(viii) Develop a programme for the form of dissolution, liquidation or change of companies.

(ix) Designate or distributors and their emoluments and decide on the appointment or dismissal of the Deputy Manager of the company, the financial head and his or her remuneration on the basis of the nomination by the corporate manager.

(x) Develop a corporate basic management system.

(xi) Other functions under the corporate statute.

Article 32 Meetings of the Board are convened and chaired by the Director; the Director is unable to perform his or her duties or is co-elected by more than half of the directors.

The Board's meetings should be attended by the directors themselves. More than half of the Board's meetings should be held.

One vote was taken by a director at the Board meeting, and the Board's resolutions were subject to more than half of the votes of all directors.

Article 34 of the Board's resolutions should be published within three days of the end of the meeting at the location of the community or the company.

Chapter VI

Article 55 was elected by the shareholders' General Assembly in the shareholders, with a number of three to five.

The term of office of the head of the institution is provided by the statute of the company, but for a term not exceeding five years. The term of office expires and may be re-elected.

The CPA has a convenor who has been elected or based on corporate electoral approaches.

The Director, the manager shall not serve as a head of office.

Article 16 exercises the following functions:

(i) To assign less than two board meetings and to provide advice or recommendations on Board resolutions.

(ii) Oversight of the functions of directors and operators.

(iii) Submission of proposals to the Constitutive Assembly, the shareholders' representatives.

(iv) Convene the Shareholder General Assembly, the shareholders' representative when the Board does not perform the functions of the Convenor General Conference, the shareholders' representatives.

(v) In cases where the company's business or the income and expenditure of the company was found to be unusual, it would be possible to provide information and to request clarification from the business manager of the company. The Government of the town and the street office agreed that an intermediary could be recruited to conduct an audit, which was borne by the auditor.

(vi) The implementation of the corporate appraisal system, the organization of the evaluation of directors, heads of missions and operators, and, in accordance with the results of the study, recommends that the shareholders' General Assembly or shareholders be held accountable for such personnel, including deductions, dismissal.

(vii) Corporate statutes and other powers conferred by the shareholders' congresses and shareholders' representatives.

Article 37 Convener is responsible for convening and hosting meetings of the Collaborative Conference; the Convenor is unable or unable to perform his or her duties, with more than half of the prison being co-located for a convenor and presidence.

The Thirty-eighth Meeting should be attended by the head of office. More than half of the heads of missions should be held.

A vote was taken by one of the heads of the conference, which was required to be effective by more than half of the total number of votes.

Article 39 of the Board's resolutions should be published within three days of the end of the meeting in the community or in the location of the company.

Chapter VII

In one of the following cases, no director, treasury and business manager shall be appointed as the head of the company for the cooperation of shares:

(i) There is no civilian capacity to conduct or to limit civilian capacity.

(ii) In the case of corruption, bribery, appropriation of property, misappropriation of property or damage to the economic order of the socialist market, the sentence is imposed, the execution expires for more than five years or the denial of political rights by the offence of execution for more than five years.

(iii) As a company in insolvency liquidation, the director or the head of the enterprise, the manager has a personal responsibility for the insolvency of the company, the enterprise, which has no more than three years since the date of completion of the enterprise insolvency liquidation.

(iv) To serve as a company, a company, a legal representative of the enterprise closed for breach of the law, and has a personal responsibility for not more than three years from the date of the closure of the company, the enterprise's licensed or responsible order.

(v) The amount owed by the individual was not liquidated.

In violation of the former provision for election, boarding, treasury or hiring of a manager, this election, assignment or appointment is null and void. In any case indicated in the previous paragraph, the head of office, the manager of the operation shall be removed from his or her duties.

There shall be no marital relationship or direct blood relations between members of the Board, members of the Board and members of the Bureau.

Article 40

(i) Removal of corporate funds.

(ii) In violation of the provisions of the corporate statute or without the consent of the shareholders' General Assembly, the shareholders' representative or the Board of Trustees, the borrowing of corporate funds to another person or to the property of the company shall be guaranteed to others.

(iii) In violation of the provisions of the corporate statute or without the consent of the shareholders' conference, the shareholders' representatives would have unauthorized contracts with others to enter into contracts or transactions with the company.

(iv) The unauthorized use of corporate public chapters resulting in loss or serious consequences for companies.

(v) Without the concurrence of the shareholders General Assembly or the shareholders' representative, the use of functions to facilitate the business opportunities of companies owned or others, operating from their homes or in the same category as companies.

(vi) Domestic workers who receive transactions between others and companies are owned.

(vii) Disclosure of corporate commercial secrets.

(viii) Other acts that are in violation of the firm's faithful and duty obligations.

The income generated by the breach of the preceding paragraph by the directors, heads of affairs and operators should be attributed to the owner of the company and the loss of the value of the company. In the event of serious circumstances, the authorities concerned were transferred to deal.

Article 42, the director, the treasury and the manager have the case under article 41, paragraph 1, of this approach, which may require the company to investigate and respond within thirty days of receipt of the application. The shareholders may be brought to the Government of the Town, the Street Office or the People's Government of the Region (the Yangchen District, the Economic Functioning Zone Commission) by collective economic management to deal with and redress violations by law.

After confirmation of the above-mentioned violations by the director, the shareholders should be convened to decide whether they should be removed. The above-mentioned offences committed by the operator should be dismissed.

Chapter VIII Financial and accounting

Article 43

The company shall prepare financial accounting reports for each accounting year. Financial accounting reports should be produced as prescribed.

Article 44 does not authorize the establishment of the accounting books, in addition to the statutory accounting books. Funding for the company shall not be stored in any individual's name.

Article 48 15 shall provide shareholders with annual financial accounting documents of the shareholders' companies by 10 years of the convening of the Conference.

Article 46 allows for the distribution of profits after the tax of the value of the company.

The company shall not be allocated when it has no surplus in the year.

Article 47

When the company distributes profits after the annual tax period, 10 per cent of the profit should be taken into account in the statutory treasury. The accumulated amount of the statutory accumulated payments made by the shareholders' companies reached more than 50 per cent of the company's registered funds and could no longer be recovered.

Arbitrary surpluses were drawn and used in accordance with the provisions of the corporate statute, the shareholders' Congress or the representative of the shareholders.

The public good pay is governed by the corporate constitution.

Article 48

(i) Removal.

(ii) Increase registration funds.

(iii) Other purposes provided for by law, regulations.

Chapter IX Disclosure and liquidation

Article 49 is one of the following cases in the value-sharing company:

(i) The expiry of the period of business provided for in the corporate statute or other dissolutions provided for in the company's statute are emerging.

(ii) Disbandment of General Assembly resolutions by shareholders.

(iii) Removal of business licences, closures or cancellations by law.

Article 50 was dissolved by the Sharehold Cooperation Corporation, which should be established within fifteen days of the date of the dissolution and start liquidation. The liquidation team is composed of shareholders. Until such time as the liquidation team was established, the creditor could apply for liquidation by the Government of the town of the town and by the Street Office of the Removal Group.

Article 50 exercises the following functions during liquidation:

(i) Clearing corporate property, preparing a statement of assets liabilities, a catalogue of property and claims, a list of liabilities.

(ii) The handling of the company's unfinished business.

(iii) The debtor of the company is required to liquid its debt.

(iv) Reimbursement of companies' obligations under the law.

(v) Allocation of surplus property after the corporate liquidation of the debt.

(vi) Representation of companies in proceedings or arbitration.

In accordance with Article 52, the liquidation team shall, after giving priority to the payment of the liquidation expenses of the corporate property, be liquidated in the following order:

(i) Staff wages and social insurance.

(ii) Tax and its lag.

(iii) Corporate debt.

The liquidation team should allocate the remaining property to the shareholders in accordance with the corporate statute.

Article 53 liquidation concluded, the liquidation team should submit a liquidation report and generate statements of income and expenditure for the liquidation period and various financial statements, which were confirmed by the shareholders' conference.

Article 54 of the liquidation team, following the cleaning of corporate property, the preparation of the asset balance sheets and the inventory of property, found that the corporate property was not sufficient to liquidate the debt and should apply to the People's Court in accordance with the law.

The company was declared in accordance with the law and settled in accordance with the relevant laws, regulations.

Chapter X Legal responsibility

In violation of this approach, the Sharer Cooperation Corporation rejects, impedes the collective economic management of the people of the region (the Yochen New Zone, the Economic Functioning Zone Commission) or the Government of the Town, the street office inspects, supervises, or rejects, delays in the provision of information or leave with its auditing matters, and the collective economic management of the people of the region (the Yangino New Zone, the Economic Functional Commission) or the Government of the town, the Street Office may be responsible for reving or warning;

Article 56, the director, the head of the Share Cooperation Corporation, and the manager are responsible for the collective economic management of the commune, or the Government of the Town, the street office, for dismissal or dismissal in accordance with this approach, for losses resulting in the commission of liability under the law.

Chapter XI

Article 57, as approved by the General Assembly of the shareholders, may be restructured as a limited liability company or equity company in accordance with the relevant laws, regulations.

Article 58

Article 59