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Company Law of the People's Republic of China

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  • Time of issue:2012-05-17 23:05
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(Summary description)In order to regulate the organization and behavior of the company, protect the legitimate rights and interests of the company, shareholders and creditors, maintain the social and economic order, and promote the development of the socialist market economy, this law is formulated.

Company Law of the People's Republic of China

(Summary description)In order to regulate the organization and behavior of the company, protect the legitimate rights and interests of the company, shareholders and creditors, maintain the social and economic order, and promote the development of the socialist market economy, this law is formulated.

  • Categories:Propaganda
  • Author:
  • Origin:
  • Time of issue:2012-05-17 23:05
  • Views:
Information

Chapter One   General Provisions

Chapter 2   The establishment and organization of a limited liability company

First Session Established

Section 2 Organization

Section 3 Special regulations for one-person limited liability companies

Section 4 Special regulations for wholly state-owned companies

Chapter III   Transfer of shares in a limited liability company

Chapter 4   The establishment and organization of a company limited by shares

First Session Established

Section 2  Shareholders' Meeting

Section 3  Board of Directors, Manager

Section 4 Board of Supervisors

Section 5   Special Provisions on the Organizational Structure of Listed Companies

Chapter 5 Issuance and Transfer of Shares of a Joint Stock Company

Section One   Issue of shares

Section 2 Transfer of shares

Chapter VI   Qualifications and Obligations of Company Directors, Supervisors and Senior Management

Chapter Seven   Corporate Bonds

Chapter 8   Corporate Finance, Accounting

Chapter 9   Company merger, division, capital increase, and capital reduction

Chapter 10   Company dissolution and liquidation

Chapter 11   Branches of foreign companies

Chapter 12   Legal Liability

Chapter 13   Supplementary Provisions

Chapter One   General Provisions

Article 1   In order to regulate the organization and behavior of the company, protect the legitimate rights and interests of the company, shareholders and creditors, maintain the social and economic order, and promote the development of the socialist market economy, this law is formulated.

Article 2   The company referred to in this Law refers to limited liability companies and joint stock limited companies established in China in accordance with this Law.

Article 3 A company is an enterprise legal person, has independent legal person property, and enjoys legal person property rights. The company assumes responsibility for the company's debts with all its assets.

The shareholders of a limited liability company shall be liable to the company within the limit of the capital contribution they have subscribed for; the shareholders of a company limited by shares shall be liable to the company within the limit of the shares subscribed by them.

Article 4   The shareholders of the company shall enjoy the rights of assets income, participation in major decision-making and selection of managers in accordance with the law.

Article 5   The company must abide by laws and administrative regulations, abide by social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and assume social responsibilities when engaging in business activities.

The legal rights and interests of the company are protected by law and are not infringed.

Article 6   To establish a company, an application for establishment registration shall be filed with the company registration authority in accordance with the law. Those that meet the establishment requirements of this Law shall be registered as limited liability companies or joint stock limited companies by the company registration authority; those that do not meet the establishment requirements of this Law shall not be registered as limited liability companies or joint stock limited companies.

Laws and administrative regulations stipulate that the establishment of a company must be reported for approval, and the approval procedures shall be completed before the company is registered.

The public can apply to the company registration authority to inquire about company registration items, and the company registration authority shall provide inquiry services.

Article 7 A company established in accordance with the law shall be issued a business license by the company registration authority. The date of issuance of the company's business license is the date of establishment of the company.

The company’s business license shall specify the company’s name, domicile, registered capital, paid-in capital, business scope, name of the legal representative, etc.

If the items recorded in the company's business license are changed, the company shall go through the change registration according to law, and the company registration authority shall issue a new business license.

Article 8   A limited liability company established in accordance with this Law must indicate the words limited liability company or limited company in the company name.

A company limited by shares established in accordance with this Law must indicate the words "company limited by shares" or "stock company" in the company name.

Article 9   The change of a limited liability company to a joint stock limited company shall meet the requirements of this law. The change of a company limited by shares to a limited liability company shall meet the conditions for a limited liability company stipulated in this Law.

If a limited liability company is changed to a joint stock company limited, or a joint stock limited company is changed to a limited liability company, the credits and debts of the company before the change shall be inherited by the company after the change.

Article 10 The company's domicile is where its main office is located.

Article 11   The establishment of a company must formulate its articles of association in accordance with the law. The articles of association of the company are binding on the company, shareholders, directors, supervisors, and senior managers.

Article 12   The company’s business scope shall be prescribed by the company’s articles of association and shall be registered in accordance with the law. The company can amend the articles of association and change the scope of business, but it shall go through the modification registration.

The items in the company's business scope that are subject to approval by laws and administrative regulations shall be approved according to law.

Article 13   The company’s legal representative shall be the chairman, executive director or manager in accordance with the provisions of the company’s articles of association, and shall be registered in accordance with the law. If the legal representative of the company changes, the change registration shall be handled.

Article 14 A company may establish branches. To establish a branch, you should apply to the company registration authority for registration and obtain a business license. The branch company does not have the status of a legal person, and its civil liabilities shall be borne by the company.

A company may establish a subsidiary company, and the subsidiary company shall have the status of a legal person and shall independently bear civil liabilities in accordance with the law.

Article 15   A company may invest in other enterprises; however, unless otherwise provided by law, it shall not become an investor who bears joint liability for the debts of the invested enterprise.

Article 16 When a company invests in other enterprises or provides guarantees for others, the board of directors, the shareholders meeting, or the general meeting of shareholders shall make a resolution in accordance with the company’s articles of association; the company’s articles of association have a limit on the total amount of investment or guarantee and the amount of individual investment or guarantee , Shall not exceed the prescribed limit.

If the company provides guarantees for the company’s shareholders or actual controllers, it must be resolved by the shareholders’ meeting or the shareholders’ meeting.

The shareholders specified in the preceding paragraph or the shareholders controlled by the actual controller specified in the preceding paragraph shall not participate in voting on the matters specified in the preceding paragraph. The vote was passed by more than half of the voting rights held by other shareholders present at the meeting.

Article 17   The company must protect the legitimate rights and interests of employees, sign labor contracts with employees in accordance with the law, participate in social insurance, strengthen labor protection, and achieve safe production.

The company shall adopt various forms to strengthen the vocational education and job training of the company's employees and improve the quality of the employees.

Article 18   The employees of the company organize labor unions in accordance with the "Trade Union Law of the People's Republic of China", carry out union activities, and protect the legitimate rights and interests of employees. The company shall provide necessary conditions for the activities of the company's trade union. The company's labor union represents employees and signs collective contracts with the company in accordance with the law on employee remuneration, working hours, welfare, insurance, and labor safety and health.

In accordance with the provisions of the Constitution and relevant laws, the company implements democratic management through the employee representative assembly or other forms.

When the company studies and decides on major issues related to restructuring and operation, and formulates important rules and regulations, it shall listen to the opinions of the company’s trade union, and listen to the opinions and suggestions of employees through the workers’ congress or other means.

Article 19 In the company, in accordance with the provisions of the Constitution of the Communist Party of China, an organization of the Communist Party of China shall be established to carry out Party activities. The company should provide necessary conditions for the activities of the party organization.

Article 20   Company shareholders shall abide by laws, administrative regulations and the company’s articles of association, exercise shareholder rights in accordance with the law, and shall not abuse shareholder rights to harm the interests of the company or other shareholders; and shall not abuse the independent status of the company as a legal person and the limited liability of shareholders to harm the interests of the company’s creditors.

If a company shareholder abuses shareholder rights and causes losses to the company or other shareholders, he shall be liable for compensation according to law.

If a company shareholder abuses the company’s independent status as a legal person and the limited liability of shareholders, evades debts and seriously harms the interests of the company’s creditors, they shall bear joint and several liabilities for the company’s debts.

Article 21   The company’s controlling shareholders, actual controllers, directors, supervisors, and senior management personnel shall not use their associated relationships to harm the company’s interests.

Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.

Article 22   The content of the resolutions of the company’s shareholders meeting or shareholders meeting or board of directors that violates laws and administrative regulations shall be invalid.

If the procedures for convening the meetings of the shareholders meeting or the general meeting of shareholders or the board of directors violate laws, administrative regulations, or the company's articles of association, or the content of the resolution violates the company's articles of association, shareholders may request the people's court to cancel the resolution within 60 days from the date of the resolution.

If a shareholder initiates a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantee.

If the company has gone through the modification registration in accordance with the resolutions of the shareholders meeting, the general meeting of shareholders, or the board of directors, after the people’s court declares the resolution invalid or revokes the resolution, the company shall apply to the company registration authority for cancellation of the modification registration.

Chapter 2   The establishment and organization of a limited liability company

First Session Established

Article 23 The establishment of a limited liability company shall meet the following conditions:

(1) The shareholders meet the quorum;

(2) Shareholders' capital contribution reaches the minimum legal capital limit;

(3) Shareholders jointly formulate the articles of association;

(4) Have a company name and establish an organization that meets the requirements of a limited liability company;

(5) Have company domicile.

Article 24   A limited liability company shall be established with capital contributions from less than 50 shareholders.

Article 25  The articles of association of a limited liability company shall specify the following items:

(1) Company name and domicile;

(2) The company's business scope;

(3) Registered capital of the company;

(4) The name of the shareholder;

(5) The method, amount and time of capital contribution of shareholders;

(6) The company’s organization and its methods of formation, powers, and rules of procedure;

(7) The legal representative of the company;

(8) Other matters deemed necessary by the shareholders meeting.

Shareholders should sign and seal the company's articles of association.

Article 26   The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered with the company registration authority. The initial capital contribution of all the shareholders of the company shall not be less than 20% of the registered capital, nor shall it be less than the statutory minimum amount of registered capital. The remaining part shall be paid in full by the shareholders within two years from the date of establishment of the company; among them, the investment company may Paid in full within five years.

The minimum registered capital of a limited liability company is RMB 30,000. Where laws and administrative regulations have higher provisions on the minimum amount of registered capital of a limited liability company, those provisions shall prevail.

Article 27 Shareholders may make capital contributions in currency, or use non-monetary property that can be valued in currency and transferred according to law, such as physical objects, intellectual property rights, land use rights, etc.; however, laws and administrative regulations shall not be used as capital contributions. except.

The non-monetary property used as capital contribution shall be assessed and valued, and the property shall not be overvalued or undervalued. Where laws and administrative regulations have provisions on appraisal and valuation, such provisions shall prevail.

The currency contribution of all shareholders shall not be less than 30% of the registered capital of the limited liability company.

Article 28 Shareholders shall pay in full the amount of capital subscribed by each of them as stipulated in the company's articles of association. Where shareholders make capital contributions in currency, they shall deposit the full amount of their currency capital contributions in the bank account opened by the limited liability company; if they make capital contributions in non-monetary property, they shall go through the procedures for the transfer of their property rights in accordance with the law.

If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, in addition to paying the company in full, it shall also be liable for breach of contract to the shareholder who has paid the capital contribution in full on time.

Article 29   After shareholders have paid their capital contributions, they must pass the capital verification by a legally established capital verification agency and issue a certificate.

Article 30 After a shareholder’s first capital contribution is verified by a legally established capital verification agency, a representative designated by all shareholders or an agent jointly entrusted by all shareholders shall submit a company registration application, company articles of association, capital verification certificate and other documents to the company registration agency to apply for establishment Register.

Article 31 After the establishment of a limited liability company, if it is found that the actual value of the non-monetary property contributed as capital for the establishment of the company is significantly lower than the fixed value of the company’s articles of association, the shareholders who paid the capital contribution shall make up the difference; other matters when the company is established Shareholders bear joint liability.

Article 32   After a limited liability company is established, it shall issue a capital certificate to the shareholders.

The capital contribution certificate shall specify the following items:

(1) Company name;

(2) Date of establishment of the company;

(3) Registered capital of the company;

(4) The name of the shareholder, the amount of capital contribution and the date of capital contribution;

(5) The serial number and issuance date of the capital contribution certificate.

The certificate of investment is stamped by the company.

Article 33   A limited liability company shall keep a register of shareholders, which shall record the following items:

(1) The name and domicile of the shareholder;

(2) The amount of capital contributed by shareholders;

(3) The number of the capital contribution certificate.

Shareholders recorded in the shareholder register may claim to exercise shareholder rights based on the shareholder register.

The company shall register the names of shareholders and their capital contributions with the company registration authority; if the registered items are changed, they shall go through the modification registration. Those who have not registered or changed their registration shall not confront a third party.

Article 34   Shareholders have the right to consult and copy the company’s articles of association, shareholders’ meeting minutes, board meeting resolutions, supervisory board meeting resolutions and financial accounting reports.

Shareholders can request to consult the company’s accounting books. If a shareholder requests to consult the company's accounting books, he shall submit a written request to the company to explain the purpose. If the company has reasonable grounds to believe that the shareholder's access to the accounting books has an improper purpose and may harm the company's legitimate interests, it may refuse to provide access, and shall reply to the shareholders in writing and explain the reasons within 15 days from the date of the shareholder's written request. If the company refuses to provide inspection, shareholders may request the people's court to request the company to provide inspection.

Article 35   Shareholders shall receive dividends according to the actual paid-in capital contribution ratio; when the company increases capital, shareholders have the priority to subscribe for capital contribution according to the actual paid-in capital contribution ratio. However, all shareholders agree not to receive dividends in accordance with the proportion of their capital contributions or do not subscribe for capital contributions in accordance with the proportion of capital contributions.

Article 36   After the establishment of the company, shareholders shall not withdraw their capital contributions.

Section 2 Organization

Article 37 The shareholders meeting of a limited liability company shall consist of all shareholders. The shareholders’ meeting is the company’s authority and exercises its powers in accordance with this law.

Article 38   The shareholders meeting shall exercise the following powers:

(1) Decide on the company's business policy and investment plan;

(2) Election and replacement of directors and supervisors who are not held by employee representatives, and determine the remuneration of directors and supervisors;

(3) Review and approve the report of the board of directors;

(4) Review and approve the report of the board of supervisors or supervisors;

(5) Review and approve the company's annual financial budget plan and final account plan;

(6) Review and approve the company's profit distribution plan and loss recovery plan;

(7) Make a resolution on the increase or decrease of the company's registered capital;

(8) Make a resolution on the issuance of corporate bonds;

(9) Resolving company merger, division, dissolution, liquidation or change of company form;

(10) Amend the company's articles of association;

(11) Other functions and powers stipulated in the company's articles of association.

Where the shareholders unanimously agree in writing to the matters listed in the preceding paragraph, they may directly make a decision without convening a meeting of shareholders, and all shareholders

Sign and seal the decision document.

Article 39   The first shareholders meeting shall be convened and presided over by the shareholder who has contributed the most capital, and shall exercise its powers in accordance with the provisions of this law.

Article 40   The shareholders meeting is divided into regular meetings and temporary meetings.

Regular meetings shall be held on time in accordance with the company’s articles of association. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or the supervisor of a company without a board of supervisors propose to convene an extraordinary meeting, an extraordinary meeting shall be convened.

Article 41: Where a limited liability company establishes a board of directors, the shareholders meeting shall be convened by the board of directors and chaired by the chairman; if the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall preside; if the vice chairman is unable to perform his duties or fails to perform his duties, More than half of the directors jointly nominate one director to preside.

If a limited liability company does not have a board of directors, the shareholders meeting shall be convened and presided over by the executive director.

If the board of directors or executive directors cannot perform or fail to perform the duty of convening the shareholders meeting, the board of supervisors or the supervisor of a company that does not have a board of supervisors shall convene and preside; if the board of supervisors or supervisors do not convene and preside, the shareholders representing more than one-tenth of the voting rights may convene by themselves And host.

Article 42   To convene a shareholders meeting, all shareholders shall be notified 15 days before the meeting; however, unless otherwise stipulated in the company's articles of association or otherwise agreed by all shareholders.

The shareholders' meeting shall prepare minutes of the decisions on the matters discussed, and the shareholders attending the meeting shall sign the minutes.

Article 43   Shareholders shall exercise their voting rights in accordance with the proportion of their capital contributions at the shareholders meeting; however, unless otherwise stipulated in the company’s articles of association.

Article 44   The discussion methods and voting procedures of the shareholders meeting shall be stipulated by the company’s articles of association, except as provided in this law.

The resolutions of the shareholders meeting to amend the company's articles of association, increase or decrease the registered capital, and the company's merger, division, dissolution or change of company form must be approved by shareholders representing more than two-thirds of the voting rights.

Article 45   A limited liability company shall have a board of directors with three to thirteen members, except as otherwise provided in Article 51 of this Law.

For a limited liability company invested and established by two or more state-owned enterprises or two or more other state-owned investment entities, the board of directors shall include company employee representatives; other limited liability company board members may include company employee representatives. The employee representatives on the board of directors are democratically elected by the employees of the company through the employee representative assembly, the employee assembly or other forms.

The board of directors shall have a chairman and may have a vice chairman. The method for selecting the chairman and vice-chairmen shall be stipulated in the company's articles of association.

Article 46   The term of office of directors shall be stipulated in the company's articles of association, but each term shall not exceed three years. Upon expiration of the term of office of a director, re-election may be granted.

If the directors are not re-elected in time at the expiration of the term of office, or the resignation of the director during the term of office causes the board members to be less than the quorum, the original director shall still perform the duties of the director in accordance with the laws, administrative regulations and the company's articles of association before the re-elected director takes office.

Article 47   The board of directors is responsible to the shareholders meeting and exercises the following powers:

(1) Convene a meeting of the shareholders meeting and report to the shareholders meeting;

(2) Implement the resolutions of the shareholders meeting;

(3) Decide on the company's business plan and investment plan;

(4) Formulate the company's annual financial budget plan and final account plan;

(5) Formulate the company's profit distribution plan and loss recovery plan;

(6) Formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;

(7) Formulate plans for company merger, division, dissolution or change of company form;

(8) Decide on the establishment of the company's internal management organization;

(9) Decide on the appointment or dismissal of company managers and their remuneration, and decide on the appointment or dismissal of the company’s deputy manager, financial officer and their remuneration based on the manager’s nomination;

(10) Formulate the company's basic management system;

(11) Other functions and powers stipulated in the company's articles of association.

Article 48 The board meeting shall be convened and presided over by the chairman; if the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall be convened and presided over; if the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall jointly elect one Directors convened and presided over.

Article 49   The discussion methods and voting procedures of the board of directors shall be prescribed by the company’s articles of association, except as provided in this law.

The board of directors shall keep minutes of the decisions on matters discussed, and the directors present at the meeting shall sign the minutes.

The vote of the Board resolution, the implementation of one vote.

Article 50   A limited liability company may have a manager, and the board of directors shall decide on the appointment or dismissal. The manager is responsible to the board of directors and exercises the following powers:

(1) Preside over the company's production and operation management, organize the implementation of board resolutions;

(2) Organize and implement the company's annual business plan and investment plan;

(3) Drafting the company's internal management organization plan;

(4) Drafting the company's basic management system;

(5) Formulate specific company rules;

(6) Propose the appointment or dismissal of the company's deputy manager and financial officer;

(7) Decide on the appointment or dismissal of management personnel other than those that shall be decided by the board of directors;

(8) Other powers granted by the board of directors.

If the articles of association of the company have other provisions on the manager’s authority, those provisions shall prevail.

The manager attended the board meeting.

Article 51  A limited liability company with a small number of shareholders or a small scale may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager.

The powers of executive directors are stipulated by the company's articles of association.

Article 52   A limited liability company shall have a board of supervisors with no less than three members. A limited liability company with a small number of shareholders or a small scale may have one or two supervisors instead of a board of supervisors.

The board of supervisors shall include shareholder representatives and an appropriate proportion of the company’s employee representatives. The proportion of employee representatives shall not be less than one-third, and the specific ratio shall be stipulated in the company’s articles of association. The employee representatives on the board of supervisors are democratically elected by the employees of the company through the employee representative assembly, the employee assembly or other forms.

The board of supervisors has a chairman who is elected by more than half of all supervisors. The chairman of the board of supervisors convenes and presides over the meeting of the board of supervisors; if the chairman of the board of supervisors is unable to perform or fails to perform his duties, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting of the board of supervisors.

Directors and senior managers shall not concurrently serve as supervisors.

Article 53 The term of office of supervisors is three years. Upon expiration of the term of office of supervisors, they can be re-elected.

If the supervisor is not re-elected in time after the term of office expires, or the supervisor resigns during the term of office and the number of members of the board of supervisors is less than the quorum, before the re-elected supervisor takes office, the original supervisor shall still perform his duties as a supervisor in accordance with laws, administrative regulations and the company's articles of association.

Article 54   The board of supervisors and the supervisors of companies without a board of supervisors shall exercise the following functions and powers:

(1) Check the company's finances;

(2) Supervise the performance of the company's duties by directors and senior executives, and put forward recommendations for the removal of directors and senior executives who violate laws, administrative regulations, articles of association, or resolutions of the shareholders meeting;

(3) When the actions of directors and senior management damage the interests of the company, require the directors and senior management to make corrections;

(4) Proposing to convene an extraordinary meeting of shareholders to convene and preside over the meeting of shareholders when the board of directors fails to perform the duties of convening and presiding the meeting of shareholders under this law;

(5) Submit a proposal to the shareholders meeting;

(6) In accordance with the provisions of Article 152 of this Law, file a lawsuit against directors and senior managers;

(7) Other functions and powers stipulated in the company's articles of association.

Article 55   Supervisors may attend board meetings as non-voting delegates and raise questions or suggestions on the resolutions of the board.

The board of supervisors and the supervisors of companies without a board of supervisors may conduct investigations if they find that the company’s operating conditions are abnormal; if necessary, they may hire an accounting firm to assist in their work, and the company shall bear the expenses.

Article 56   The board of supervisors shall hold a meeting at least once a year, and the supervisors may propose to convene an interim meeting of the board of supervisors.

The discussion methods and voting procedures of the board of supervisors shall be stipulated by the company’s articles of association, except as provided in this law.

Supervisory Board resolutions shall be approved by more than half of the supervisors.

The board of supervisors shall keep minutes of the decisions on the matters discussed, and the supervisors attending the meeting shall sign the minutes.

Article 57   The expenses necessary for the board of supervisors and the supervisors of companies without a board of supervisors to exercise their powers shall be borne by the company.

Section 3 Special regulations for one-person limited liability companies

Article 58   The establishment and organization of a one-person limited liability company shall be governed by the provisions of this section; if there are no provisions in this section, the provisions of Sections 1 and 2 of this chapter shall apply.

The one-person limited liability company mentioned in this Law refers to a limited liability company with only one natural person shareholder or one legal person shareholder.

Article 59   The minimum registered capital of a one-person limited liability company is RMB 100,000. Shareholders shall make a lump sum payment of the capital contribution stipulated in the company's articles of association.

A natural person can only invest to establish a one-person limited liability company. The one-person limited liability company cannot invest in the establishment of a new one-person limited liability company.

Article 60   A one-person limited liability company shall indicate the sole proprietorship by a natural person or a sole legal person in the company registration, and specify it in the company’s business license.

Article 61   The articles of association of a one-person limited liability company shall be formulated by the shareholders.

Article 62   A one-person limited liability company does not have a shareholder meeting. When a shareholder makes a decision listed in the first paragraph of Article 38 of this law, it shall be in written form, and shall be placed in the company after being signed by the shareholder.

Article 63   A one-person limited liability company shall prepare a financial accounting report at the end of each fiscal year and be audited by an accounting firm.

Article 64   If the shareholder of a one-person limited liability company cannot prove that the company’s property is independent of the shareholder’s own property, he shall be jointly and severally liable for the company’s debts.

Section 4 Special regulations for wholly state-owned companies

Article 65   The establishment and organization of a wholly state-owned company shall be governed by the provisions of this section; if there are no provisions in this section, the provisions of Sections 1 and 2 of this chapter shall apply.

The term “wholly state-owned company” as used in this Law refers to a limited liability company that is solely funded by the state and authorized by the State Council or local people’s government to perform the responsibilities of the investor by the state-owned asset supervision and management institution of the people’s government at the same level.

Article 66  The articles of association of a wholly state-owned company shall be formulated by the state-owned assets supervision and administration agency, or formulated by the board of directors and submitted to the state-owned assets supervision and administration agency for approval.

Article 67  Wholly state-owned companies shall not establish a shareholders meeting, and the state-owned assets supervision and management institution shall exercise the functions and powers of the shareholders meeting. The state-owned assets supervision and administration agency can authorize the company's board of directors to exercise some of the powers of the shareholders meeting and decide on major company matters, but the company's merger, division, dissolution, increase or decrease of registered capital and issuance of corporate bonds must be decided by the state-owned assets supervision and administration agency; Among them, the merger, division, dissolution, or bankruptcy of important wholly state-owned companies shall be reviewed by the state-owned assets supervision and management agency and reported to the people's government at the same level for approval.

The important wholly state-owned company mentioned in the preceding paragraph shall be determined in accordance with the regulations of the State Council.

Article 68 A wholly state-owned company shall establish a board of directors, which shall exercise its powers in accordance with the provisions of Article 47 and Article 67 of this Law. The term of office of a director shall not exceed three years. Employee delegates should be present on the board.

The members of the board of directors are appointed by the state-owned assets supervision and administration institution; however, the employee representatives among the board members are elected by the company's employee representative assembly.

The board of directors shall have a chairman and may have a vice chairman. The chairman and vice-chairmen are designated by the state-owned assets supervision and administration institution from among the members of the board of directors.

Article 69   A wholly state-owned company shall have a manager who shall be appointed or dismissed by the board of directors. The manager shall exercise his powers in accordance with Article 50 of this Law.

With the approval of the State-owned Assets Supervision and Administration Institution, members of the board of directors may concurrently serve as managers.

Article 70  The chairman, vice-chairman, director, and senior management of a wholly state-owned company shall not hold concurrent positions in other limited liability companies, joint stock limited companies or other economic organizations without the consent of the state-owned assets supervision and administration agency.

Article 71   The members of the board of supervisors of a wholly state-owned company shall not be less than five, among which the proportion of employee representatives shall not be less than one third, and the specific proportion shall be stipulated in the company's articles of association.

The members of the board of supervisors are appointed by the state-owned assets supervision and administration agency; however, the employee representatives among the members of the board of supervisors are elected by the company’s employee representative assembly. The chairman of the board of supervisors shall be designated by the state-owned assets supervision and administration agency from among the members of the board of supervisors.

The board of supervisors shall exercise the functions and powers specified in items (1) to (3) of Article 54 of this law and other functions and powers specified by the State Council.

Chapter III   Transfer of shares in a limited liability company

Article 72   The shareholders of a limited liability company may transfer all or part of their equity to each other.

The transfer of equity from a shareholder to a person other than a shareholder shall be approved by more than half of the other shareholders. Shareholders shall notify other shareholders in writing of their equity transfer matters for their consent. If other shareholders fail to reply within 30 days from the date of receiving the written notification, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; if they do not, it shall be deemed that the transfer is agreed.

As for the equity transferred with the consent of the shareholders, other shareholders have the right of first refusal under the same conditions. If two or more shareholders claim to exercise the right of preemption, they shall negotiate their respective purchase proportions; if the negotiation fails, they shall exercise the preemptive right according to their respective capital contributions at the time of the transfer.

If the company’s articles of association have other provisions on equity transfer, those provisions shall prevail.

Article 73   When the people's court transfers the stock rights of shareholders in accordance with the enforcement procedures provided by law, it shall notify the company and all shareholders, and other shareholders shall have the right of first refusal under the same conditions. Other shareholders who fail to exercise the right of preemption within 20 days from the date of notification by the people's court shall be deemed to have waived the right of preemption.

Article 74 After the transfer of equity in accordance with Articles 72 and 73 of this law, the company shall cancel the original shareholder’s capital contribution certificate, issue a capital certificate to the new shareholder, and amend the company’s articles of association and the register of shareholders accordingly. Records about shareholders and their capital contributions. The amendment to the articles of association of the company no longer needs to be voted by the shareholders meeting.

Article 75 In any of the following circumstances, shareholders who vote against the resolution of the shareholders meeting may request the company to purchase its shares at a reasonable price:

(1) The company has not distributed profits to shareholders for five consecutive years, and the company has been profitable for five consecutive years and meets the conditions for distribution of profits as prescribed by this law;

(2) The company merges, splits, or transfers its main property;

(3) The business period stipulated in the articles of association of the company expires or other reasons for dissolution stipulated in the articles of association occur, and the shareholders meeting passed a resolution to amend the articles of association to allow the company to survive.

If the shareholders and the company cannot reach an equity purchase agreement within 60 days from the date when the resolution of the shareholders meeting is passed, the shareholders may file a lawsuit in the people's court within 90 days from the date when the resolution of the shareholders meeting is passed.

Article 76   After the death of a natural person shareholder, his legal heir may inherit the shareholder’s qualifications, except as otherwise provided in the company’s articles of association.

Chapter 4   The establishment and organization of a company limited by shares

First Session Established

Article 77   The establishment of a company limited by shares shall meet the following conditions:

(1) The promoters meet the quorum;

(2) The share capital subscribed and raised by the promoter reaches the minimum legal capital limit;

(3) Share issuance and preparations comply with legal requirements;

(4) The promoters formulate the articles of association of the company, which are established by fundraising and approved by the founding meeting;

(5) Have a company name and establish an organization that meets the requirements of a company limited by shares;

(6) Have company domicile.

Article 78   The establishment of a company limited by shares may be established by means of sponsorship or fundraising.

Initiated establishment refers to the establishment of a company by the promoters who subscribe for all the shares that the company should issue.

The establishment of a public offering refers to the establishment of a company by the promoters who subscribe for a part of the company's shares to be issued, and the remaining shares are publicly offered to the public or to specific targets.

Article 79   To establish a company limited by shares, there shall be at least two persons but no more than 200 persons as promoters, and more than half of the promoters must have a domicile in China.

Article 80 The promoters of a company limited by shares shall be responsible for the preparation of the company.

The promoters should sign a promoter agreement to clarify their rights and obligations during the establishment of the company.

Article 81   If a company limited by shares is established by means of sponsorship, the registered capital shall be the total amount of share capital subscribed by all the sponsors registered with the company registration authority. The initial capital contribution of all the promoters of the company shall not be less than 20% of the registered capital, and the remaining part shall be paid in full by the promoters within two years from the date of establishment of the company; the investment company can pay in full within five years. Before fully paid, shares may not be raised from others.

If a company limited by shares is established by means of stock raising, the registered capital shall be the total amount of paid-in capital registered with the company registration authority.

The minimum registered capital of a company limited by shares is RMB 5 million. Where laws and administrative regulations have higher requirements on the minimum amount of registered capital of a company limited by shares, those requirements shall prevail.

Article 82   The articles of association of a company limited by shares shall specify the following items:

(1) Company name and domicile;

(2) The company's business scope;

(3) Company establishment method;

(4) The total number of shares of the company, the amount per share and the registered capital;

(5) The name of the promoter, the number of shares subscribed, the method of capital contribution and the time of capital contribution;

(6) The composition, powers and rules of procedure of the board of directors;

(7) The legal representative of the company;

(8) The composition, powers and rules of procedure of the board of supervisors;

(9) The company's profit distribution method;

(10) The reasons for dissolution and liquidation methods of the company;

(11) The company's notice and announcement method;

(12) Other matters deemed necessary by the shareholders meeting.

Article 83 The method of capital contribution by the promoters shall be governed by Article 27 of this law.

Article 84   In the case of a joint stock limited company established by means of initiation, the promoters shall subscribe in writing for the shares subscribed by the company’s articles of association; if one payment is made, the entire capital contribution shall be paid immediately; if the payment is made in installments, the first installment shall be paid immediately. Where capital is made in non-monetary property, the transfer procedures of its property rights shall be handled in accordance with the law.

If the promoter fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, it shall be liable for breach of contract in accordance with the promoter’s agreement.

After the promoters make the first capital contribution, they shall elect the board of directors and the board of supervisors. The board of directors shall submit the articles of association, the capital verification certificate issued by a legally established capital verification agency and other documents required by laws and administrative regulations to the company registration authority to apply for establishment registration.

Article 85   In the case of a joint stock limited company established by stock raising, the shares subscribed by the promoters shall not be less than 35% of the total shares of the company; however, if there are other provisions in laws and administrative regulations, such provisions shall prevail.

Article 86   Promoters must publicly issue shares to the public, and must publish a prospectus and prepare a subscription form. The subscription form shall specify the items listed in Article 87 of this Law, and the subscriber shall fill in the number of shares to be subscribed, the amount of shares, and the address, and shall sign and seal it. The subscriber shall pay the share payment according to the number of shares subscribed.

Article 87 The prospectus should be accompanied by the company's articles of association drawn up by the promoters and specify the following items:

(1) The number of shares subscribed by the promoter;

(2) The par value and issue price of each share;

(3) The total number of unregistered shares issued;

(4) Use of raised funds;

(5) The rights and obligations of subscribers;

(6) The beginning and ending periods of the offering and the explanation that subscribers can withdraw the shares they subscribed if the offering has not been fully overdue.

Article 88  The promoters of the public offering of shares to the public shall be underwritten by a legally established securities company and an underwriting agreement shall be signed.

Article 89  The promoters shall sign an agreement with the bank to collect shares for the public offering of shares.

The bank that collects the share payment shall collect and save the share payment in accordance with the agreement, issue a receipt for the payment to the subscriber who has paid the share payment, and have the obligation to issue a receipt certificate to the relevant department.

Article 90   After the full payment of the issued shares, it must be verified by a legally established capital verification agency and issued a certificate. The promoters shall preside over the establishment meeting of the company within 30 days from the date of full payment of the shares. The founding meeting is composed of promoters and subscribers.

If the issued shares have not been fully raised after the deadline specified in the prospectus, or the promoters have not convened an inaugural meeting within 30 days after the payment of the issued shares is fully paid, the subscribers may add the amount of the shares paid to the bank for the same period The deposit interest is required to be returned by the sponsor.

Article 91   The promoters shall notify each subscriber of the date of the meeting or make an announcement 15 days before the inauguration meeting. The inaugural meeting shall be held only when promoters and subscribers representing more than half of the total shares are present.

The founding meeting exercises the following powers:

(1) Review the sponsor's report on the company's preparations;

(2) Adopt the articles of association of the company;

(3) Election of members of the board of directors;

(4) Election of members of the board of supervisors;

(5) Review the company's establishment costs;

(6) Review the valuation of the property used by the promoters as a share payment;

(7) If force majeure or major changes in operating conditions directly affect the establishment of the company, a resolution not to establish the company may be made.

The inaugural meeting shall make a resolution on the matters listed in the preceding paragraph, which must be passed by more than half of the voting rights held by the subscribers present at the meeting.

Article 92: After the promoters or subscribers have paid the share money or paid the capital contribution as the share money, they shall not be allowed to establish the company unless they have not raised enough shares on time, the promoters have not convened the inaugural meeting on time, or the inaugural meeting has decided not to establish the company. Withdraw its equity.

Article 93 The board of directors shall submit the following documents to the company registration authority to apply for establishment registration within 30 days after the conclusion of the establishment meeting:

(1) Application for company registration;

(2) Minutes of the founding meeting;

(3) Articles of Association;

(4) Capital verification certificate;

(5) Appointment documents and identity certificates of legal representatives, directors, and supervisors;

(6) The legal person qualification certificate or natural person identity certificate of the initiator;

(7) Proof of company domicile.

If a company limited by shares is established by way of stock offering to issue shares publicly, it shall also submit the approval documents of the securities regulatory authority of the State Council to the company registration authority.

Article 94   After the establishment of a company limited by shares, if the promoters fail to pay in full in accordance with the company’s articles of association, they shall make a supplement; other promoters shall bear joint and several liabilities.

After the establishment of a joint stock limited company, if it is found that the actual value of the non-monetary property contributed as capital for the establishment of the company is significantly lower than the price set in the company's articles of association, the sponsor who has delivered the capital shall make up the difference; other sponsors shall bear joint and several liabilities.

Article 95   The promoters of a company limited by shares shall bear the following responsibilities:

(1) When the company cannot be established, it shall be jointly and severally liable for the debts and expenses incurred by the establishment;

(2) When the company cannot be established, it shall be jointly and severally liable for the return of the share payment and the addition of the bank deposit interest for the same period of time for the shares paid by the subscribers;

(3) During the establishment of a company, if the company’s interests are harmed due to the fault of the promoters, the company shall be liable for compensation.

Article 96   When a limited liability company is changed to a company limited by shares, the total paid-in share capital shall not be higher than the company’s net assets. When a limited liability company is changed to a joint stock limited company and publicly issues shares to increase its capital, it shall be handled in accordance with the law.

Article 97   A company limited by shares shall keep the company's articles of association, shareholder register, corporate bond stubs, shareholders' general meeting minutes, board meeting minutes, supervisory board meeting minutes, and financial accounting reports in the company.

Article 98   Shareholders have the right to consult the company's articles of association, shareholder register, corporate bond stubs, shareholders' meeting minutes, board meeting resolutions, supervisory board meeting resolutions, financial accounting reports, and to put forward suggestions or inquiries about the company's operations.

Section 2  Shareholders' Meeting

Article 99   The shareholders meeting of a company limited by shares shall consist of all shareholders. The general meeting of shareholders is the company's organ of power and exercises its powers in accordance with this law.

Article 100 The provisions of the first paragraph of Article 38 of this Law concerning the powers of the shareholders meeting of a limited liability company shall apply to the shareholders meeting of a company limited by shares.

Article 101 The general meeting of shareholders shall hold an annual meeting every year. Under one of the following circumstances, an extraordinary general meeting of shareholders shall be held within two months:

(1) When the number of directors is less than two-thirds of the number specified in this law or the number specified in the company's articles of association;

(2) When the company's unrecovered losses reach one-third of the total paid-in share capital;

(3) At the request of shareholders who individually or collectively hold more than 10% of the company's shares;

(4) When the board of directors deems it necessary;

(5) When the board of supervisors proposes to convene;

(6) Other circumstances stipulated in the company's articles of association.

Article 102 The shareholders’ meeting shall be convened by the board of directors and chaired by the chairman; if the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall preside; if the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall jointly elect A director presided over.

If the board of directors is unable to perform or fails to perform the duty of convening the shareholders meeting, the board of supervisors shall convene and preside in a timely manner; if the board of supervisors does not convene and preside, the shareholders who hold more than 10% of the company’s shares alone or in total for more than 90 consecutive days can convene and preside by themselves .

Article 103 When convening a general meeting of shareholders, the time, place, and consideration of the meeting shall be notified to all shareholders 20 days before the meeting; the extraordinary general meeting shall be notified to all shareholders 15 days before the meeting; bearer shares shall be issued If the meeting is convened 30 days before the meeting is held, the time, place, and consideration of the meeting shall be announced.

Shareholders who individually or collectively hold more than 3% of the company’s shares may submit a temporary proposal ten days before the general meeting of shareholders and submit it to the board of directors in writing; the board of directors shall notify other shareholders within two days of receiving the proposal and submit the temporary proposal to shareholders Conference review. The content of the interim proposal should fall within the scope of the shareholders' general meeting, and have clear topics and specific resolutions.

The general meeting of shareholders shall not make resolutions on matters not listed in the notices in the preceding two paragraphs.

If bearer stock holders attend the shareholders meeting, they shall deposit their shares in the company five days before the meeting is held until the shareholders meeting is closed.

Article 104 When shareholders attend the general meeting of shareholders, each share they hold has one vote. However, the company's shares held by the company have no voting rights.

Resolutions of the general meeting of shareholders must be passed by more than half of the voting rights held by the shareholders attending the meeting. However, the resolutions of the general meeting of shareholders to amend the company's articles of association, increase or decrease the registered capital, and the company's merger, division, dissolution or change of company form must be passed by more than two-thirds of the voting rights held by the shareholders attending the meeting.

Article 105 This law and the company’s articles of association stipulate that the company’s transfer, transfer of major assets, or external guarantees must be resolved by the shareholders' general meeting, the board of directors shall promptly convene the shareholders' general meeting, and the shareholders' general meeting shall vote on the above matters.

Article 106 The election of directors and supervisors by the general meeting of shareholders may implement the cumulative voting system in accordance with the provisions of the company’s articles of association or the resolutions of the general meeting of shareholders.

The "cumulative voting system" as mentioned in this law means that when the general meeting of shareholders elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used collectively.

Article 107  Shareholders may appoint their proxies to attend the general meeting of shareholders. The proxies shall submit a power of attorney for shareholders to the company and exercise their voting rights within the scope of authorization.

Article 108 The shareholders' general meeting shall keep minutes of the decisions on the matters discussed, and the chairperson and directors present at the meeting shall sign the minutes. The minutes of the meeting shall be kept together with the signature book of the shareholders present and the proxy attendance letter.

Section 3  Board of Directors, Manager

109 Article   Co., Ltd. has a board of directors with five to nineteen members.

The board of directors may include representatives of company employees. The employee representatives on the board of directors are democratically elected by the employees of the company through the employee representative assembly, the employee assembly or other forms.

The provisions of Article 46 of this Law concerning the term of office of directors of limited liability companies shall apply to directors of joint stock limited companies.

The provisions of Article 47 of this Law concerning the powers of the board of directors of a limited liability company shall apply to the board of directors of a company limited by shares.

110 Article  The board of directors shall have a chairman and may have a vice chairman. The chairman and vice-chairmen are elected by the board of directors with more than half of all directors.

The chairman convenes and presides over board meetings to check the implementation of board resolutions. The vice chairman assists the chairman in his work. If the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall perform his duties; if the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors jointly recommend a director to perform his duties.

Article 111 The board of directors convenes at least two meetings a year, and each meeting shall notify all directors and supervisors ten days before the meeting.

Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the board of supervisors may propose to convene an extraordinary meeting of the board of directors. The chairman of the board shall convene and preside over the board meeting within ten days after receiving the proposal.

When the board of directors convenes an extraordinary meeting, the notification method and time limit for convening the board of directors may be determined separately.

Article 112  The board meeting shall be held only when more than half of the directors are present. Resolutions of the board of directors must be passed by more than half of all directors.

The vote of the Board resolution, the implementation of one vote.

Article 113 The board of directors meeting shall be attended by the director in person; if the director is unable to attend for some reason, he may entrust another director in writing to attend on his behalf, and the authorization scope shall be stated in the power of attorney.

The board of directors shall keep minutes of the decisions on matters discussed at the meeting, and the directors present at the meeting shall sign the minutes.

The directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations, the company's articles of association, or the resolutions of the shareholders' meeting, causing the company to suffer serious losses, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that the objection was expressed during the voting and recorded in the meeting minutes, the director may be exempted from liability.

Article 114 A company limited by shares shall have a manager who shall be appointed or dismissed by the board of directors.

The provisions of Article 50 of this Law concerning the powers of the manager of a limited liability company shall apply to the manager of a company limited by shares.

Article 115 The board of directors of the company may decide that a member of the board of directors shall concurrently serve as the manager.

Article 116 The company shall not provide loans to directors, supervisors, and senior management directly or through subsidiaries.

Article 117 The company shall regularly disclose to its shareholders the situation of the directors, supervisors, and senior management personnel receiving remuneration from the company.

Section 4 Board of Supervisors

Article 118 A company limited by shares shall have a board of supervisors with at least three members.

The board of supervisors shall include shareholder representatives and an appropriate proportion of the company’s employee representatives. The proportion of employee representatives shall not be less than one-third, and the specific ratio shall be stipulated in the company’s articles of association. The employee representatives on the board of supervisors are democratically elected by the employees of the company through the employee representative assembly, the employee assembly or other forms.

The board of supervisors shall have a chairman and may have a vice chairman. The chairman and vice chairman of the board of supervisors are elected by more than half of all supervisors. The chairman of the board of supervisors convenes and presides over the meeting of the board of supervisors; if the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, the vice chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; if the vice chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly recommend a supervisor to convene and Preside over meetings of the board of supervisors.

Directors and senior managers shall not concurrently serve as supervisors.

The provisions of Article 53 of this Law concerning the term of office of supervisors of limited liability companies shall apply to supervisors of joint stock limited companies.

Article 119 The provisions of Article 54 and Article 55 of this Law concerning the powers of the supervisory board of a limited liability company shall apply to the supervisory board of a company limited by shares.

The expenses necessary for the board of supervisors to exercise its powers shall be borne by the company.

Article 120 The board of supervisors convenes at least one meeting every six months. The supervisor may propose to convene an interim meeting of the board of supervisors.

The discussion methods and voting procedures of the board of supervisors shall be stipulated by the company’s articles of association, except as provided in this law.

Supervisory Board resolutions shall be approved by more than half of the supervisors.

The board of supervisors shall keep minutes of the decisions on the matters discussed, and the supervisors attending the meeting shall sign the minutes.

Section 5   Special Provisions on the Organizational Structure of Listed Companies

Article 121 The listed company mentioned in this Law refers to a company limited by shares whose stocks are listed and traded on a stock exchange.

Article 122 If a listed company purchases or sells major assets or the amount of guarantee exceeds 30% of the company’s total assets within one year, a resolution shall be made by the shareholders’ meeting, and a third of the voting rights held by the shareholders attending the meeting shall be approved. Passed above two.

Article 123 A listed company shall have independent directors, and the specific measures shall be prescribed by the State Council.

Article 124 A listed company shall set up a secretary of the board of directors to be responsible for the preparation of the company’s general meeting of shareholders and board meetings, document custody, management of the company’s shareholder information, and information disclosure matters.

Article 125  If the directors of a listed company have an associated relationship with the company involved in the resolutions of the board of directors, they shall not exercise voting rights on the resolutions, nor may they exercise voting rights on behalf of other directors. The board meeting can be held when more than half of the unrelated directors are present, and the resolutions of the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than three, the matter shall be submitted to the shareholders meeting of the listed company for deliberation.

Chapter 5 Issuance and Transfer of Shares of a Joint Stock Company

Section One   Issue of shares

Article 126 The capital of a company limited by shares is divided into shares, and the amount of each share is equal.

The company’s shares take the form of stocks. A stock is a certificate issued by a company to certify the shares held by shareholders.

Article 127 The issuance of shares shall follow the principles of fairness and justice, and every share of the same type shall have equal rights.

For the same type of shares issued at the same time, the issuance conditions and price for each share shall be the same; for the shares subscribed by any unit or individual, the same price shall be paid for each share.

Article 128 The issue price of shares may be based on the par value, or more than the par value, but not less than the par value.

Article 129 The stocks shall be in paper form or other forms prescribed by the securities regulatory agency of the State Council.

The stock shall contain the following main items:

(1) Company name;

(2) Date of establishment of the company;

(3) Type of stock, par value and number of shares represented;

(4) The serial number of the stock.

The stock is signed by the legal representative and the company seals.

The stocks of the promoters shall be marked with the words promoter stocks.

Article 130 The stocks issued by the company may be registered stocks or unregistered stocks.

The stocks issued by the company to promoters or legal persons shall be registered stocks, and the names or names of the promoters or legal persons shall be recorded, and no separate account name or the name of the representative shall be established.

Article 131 When a company issues registered stocks, it shall keep a register of shareholders and record the following items:

(1) The name and domicile of the shareholder;

(2) The number of shares held by each shareholder;

(3) The serial number of the stock held by each shareholder;

(4) The date when each shareholder acquired the shares.

If bearer shares are issued, the company shall record the number, serial number and date of issuance of the shares.

Article 132 The State Council may separately provide for the issuance of other types of shares by companies other than those prescribed by this law.

Article 133 After the establishment of a company limited by shares, stocks shall be formally delivered to shareholders. No stocks may be delivered to shareholders before the company is established.

Article 134 When a company issues new shares, the general meeting of shareholders shall make resolutions on the following matters:

(1) Type and amount of new shares;

(2) Issue price of new shares;

(3) The start and end dates of the issuance of new shares;

(4) The type and amount of new shares issued to original shareholders.

Article 135 When a company is approved by the State Council’s securities regulatory authority to issue new shares to the public, it must announce the new stock prospectus and financial accounting report, and prepare a share subscription.

The provisions of Article 88 and Article 89 of this Law shall apply to the company's public offering of new shares.

Article 136 The issue of new shares by a company may determine its pricing plan based on the company’s operating and financial conditions.

Article 137   After a company issues new shares to raise sufficient funds, it must go through the change registration with the company registration authority and make an announcement.

Section 2 Transfer of shares

Article 138 Shares held by shareholders may be transferred in accordance with the law.

Article 139 The transfer of shares by shareholders shall be carried out in a legally established securities trading venue or in accordance with other methods prescribed by the State Council.

Article 140   Registered stocks shall be transferred by the shareholders by endorsement or other methods prescribed by laws and administrative regulations; after the transfer, the company shall record the transferee's name or address in the register of shareholders.

Within 20 days before the shareholders' general meeting is held or within 5 days before the base date of the company's decision to distribute dividends, the change registration of the register of shareholders as specified in the preceding paragraph shall not be carried out. However, if the law has other provisions on the registration of changes to the register of shareholders of listed companies, such provisions shall prevail.

Article 141 The transfer of bearer shares shall take effect after the shareholder delivers the shares to the transferee.

Article 142 The shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the day when the company’s shares are listed for trading on the stock exchange.

Company directors, supervisors, and senior management personnel shall report to the company the shares of the company they hold and their changes, and the number of shares transferred each year during their tenure shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation. The company's articles of association may make other restrictive provisions on the transfer of the company's shares held by the company's directors, supervisors, and senior managers.

Article 143 The company may not purchase the company’s shares. However, except for one of the following situations:

(1) Reduce the company's registered capital;

(2) Merging with other companies that hold shares of the company;

(3) Awarding shares to employees of the company;

(4) The shareholders request the company to purchase their shares because they disagree with the company's merger or division resolutions made by the general meeting of shareholders.

If the company acquires its shares due to the reasons mentioned in items (1) to (3) of the preceding paragraph, it shall be subject to a resolution of the general meeting of shareholders. After the company acquires the company’s shares in accordance with the provisions of the preceding paragraph, it shall be cancelled within ten days from the date of acquisition if it falls into the situation in item (1); if it falls into the situation in items (2) and (4), it shall be within six months Internal transfer or cancellation.

The company’s shares purchased by the company in accordance with the provisions of item (3) of the first paragraph shall not exceed 5% of the total issued shares of the company; the funds used for the acquisition shall be paid from the company’s after-tax profits; the acquired shares It should be transferred to employees within one year.

The company shall not accept the company’s stock as the subject of the pledge.

Article 144   If a registered stock is stolen, lost or destroyed, the shareholder may request the people’s court to declare the stock invalid in accordance with the public notice procedure stipulated in the Civil Procedure Law of the People’s Republic of China. After the people's court declares that the stock has expired, the shareholder can apply to the company for a replacement stock.

Article 145 The stocks of listed companies shall be listed and traded in accordance with relevant laws, administrative regulations and the trading rules of the stock exchange.

Article 146 A listed company must disclose its financial status, operating conditions and major litigation in accordance with the provisions of laws and administrative regulations, and publish a financial accounting report half a year in each fiscal year.

Chapter VI   Qualifications and Obligations of Company Directors, Supervisors and Senior Management

Article 147 In any of the following circumstances, you shall not serve as a director, supervisor or senior manager of the company:

(1) No capacity for civil conduct or limited capacity for civil conduct;

(2) Being sentenced to a criminal penalty for corruption, bribery, embezzlement of property, misappropriation of property, or disrupting the order of the socialist market economy, the execution period has not exceeded five years, or the deprivation of political rights due to a crime, and the execution period has not exceeded five years;

(3) If the director or factory director or manager of a company or enterprise that is insolvent and liquidated is personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the completion of the bankruptcy liquidation of the company or enterprise;

(4) Acting as the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to violation of the law, and is personally liable, not more than three years have passed since the date of the company or enterprise's business license being revoked;

(5) Large amounts of personal debts have not been paid when they are due.

If the company elects, appoints directors, supervisors or appoints senior management personnel in violation of the preceding paragraph, the election, appointment or appointment shall be invalid.

Directors, supervisors, and senior management personnel shall be relieved of their duties if the circumstances listed in paragraph 1 of this article occur during their term of office.

Article 148 Directors, supervisors, and senior management personnel shall abide by laws, administrative regulations and the articles of association of the company, and shall have obligations of loyalty and diligence to the company.

Directors, supervisors, and senior managers shall not use their powers to accept bribes or other illegal income, and shall not embezzle company property.

Article 149 Directors and senior management personnel shall not have the following behaviors:

(1) Embezzlement of company funds;

(2) Deposit company funds in an account opened in his or her name or in the name of another individual;

(3) Violating the provisions of the company's articles of association by lending company funds to others or providing guarantees for others with company property without the consent of the shareholders meeting, shareholders meeting or board of directors;

(4) In violation of the company's articles of association or without the consent of the shareholders meeting or the shareholders meeting, enter into a contract or conduct a transaction with the company;

(5) Without the consent of the shareholders meeting or the general meeting of shareholders, use the convenience of the position to seek business opportunities belonging to the company for themselves or others, and to operate for themselves or for others the same business as the company they work for;

(6) Accept the commissions of others and the company as their own;

(7) Disclosing company secrets without authorization;

(8) Other acts that violate the obligation of loyalty to the company.

The income earned by directors and senior managers in violation of the provisions of the preceding paragraph shall belong to the company.

Article 150   Directors, supervisors, and senior management personnel who violate laws, administrative regulations or the company’s articles of association when performing their duties in the company and cause losses to the company shall be liable for compensation.

Article 151  Where the shareholders meeting or the shareholders meeting requires directors, supervisors, and senior management personnel to attend the meeting as non-voting delegates, the directors, supervisors, and senior management personnel shall attend the meeting as nonvoting delegates and accept inquiries from shareholders.

Directors and senior managers shall truthfully provide relevant information and materials to the board of supervisors or supervisors of a limited liability company without a board of supervisors, and shall not hinder the board of supervisors or supervisors from exercising their powers.

Article 152 Where the directors and senior managers are under the circumstances stipulated in Article 150 of this law, the shareholders of a limited liability company or a joint stock limited company shall hold 100% of the company individually or in total for more than 180 consecutive days. Shareholders with more than one share may request in writing the board of supervisors or the supervisor of a limited liability company that does not have a board of supervisors to file a lawsuit with the people’s court; if the supervisor is under the circumstances specified in Article 150 of this Law, the aforementioned shareholders may request the board of directors in writing or not The executive director of a limited liability company with a board of directors filed a lawsuit with the people's court.

The board of supervisors, the supervisor of a limited liability company without a board of supervisors, or the board of directors, or the executive director refuses to initiate a lawsuit after receiving the shareholder’s written request as specified in the preceding paragraph, or fails to initiate a lawsuit within 30 days of receiving the request, or the situation is urgent, If the company’s interests will be irreparably damaged if the lawsuit is not brought immediately, the shareholders specified in the preceding paragraph have the right to directly file a lawsuit in the people’s court in their own name for the benefit of the company.

If another person infringes on the legal rights and interests of the company and causes losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit in the people's court in accordance with the provisions of the first two paragraphs.

Article 153 If a director or senior manager violates the provisions of laws, administrative regulations, or the company’s articles of association and harms the interests of shareholders, shareholders may bring a lawsuit to the people’s court.

Chapter Seven   Corporate Bonds

Article 154 The term "corporate bonds" as used in this Law refers to the securities issued by the company in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time.

The issuance of corporate bonds by a company shall meet the issuance conditions stipulated in the Securities Law of the People's Republic of China.

Article 155 After the application for issuance of corporate bonds has been approved by the department authorized by the State Council, the company's bond offering method shall be announced.

The following main items shall be specified in the corporate bond offering method:

(1) Company name;

(2) The purpose of the bond raised funds;

(3) The total amount of bonds and the face value of the bonds;

(4) The method of determining bond interest rates;

(5) The time limit and method of repayment of principal and interest;

(6) Bond guarantee situation;

(7) The bond issuance price and the start and end dates of the issuance;

(8) The company's net assets;

(9) The total amount of outstanding corporate bonds issued;

(10) The underwriter of corporate bonds.

Article 156 Where a company issues corporate bonds in the form of physical bonds, the company name, bond par value, interest rate, repayment period, etc. must be stated on the bonds, signed by the legal representative and sealed by the company.

Article 157 Corporate bonds may be registered bonds or unregistered bonds.

Article 158 A company shall prepare a corporate bond stub book when issuing corporate bonds.

In the issuance of registered corporate bonds, the following items shall be stated in the corporate bond stub book:

(1) The name and domicile of the bond holder;

(2) The date when the bondholder obtained the bond and the bond number;

(3) The total amount of bonds, the face value of the bonds, interest rates, and the period and method of repayment of principal and interest;

(4) The date of issue of the bond.

Where unregistered corporate bonds are issued, the total amount of bonds, interest rate, repayment period and method, issuance date and bond number shall be recorded in the corporate bond stub book.

Article 159 The registration and settlement institution of registered corporate bonds shall establish bond registration, depository, interest payment, and redemption systems.

Article 160 Corporate bonds can be transferred, and the transfer price shall be agreed upon by the transferor and the transferee.

If corporate bonds are listed and traded on a stock exchange, they shall be transferred in accordance with the trading rules of the stock exchange.

Article 161 Registered corporate bonds shall be transferred by the bondholder in the form of endorsement or other methods prescribed by laws and administrative regulations; after the transfer, the company shall record the transferee’s name or address in the corporate bond stub book .

The transfer of bearer corporate bonds is effective after the bondholder delivers the bonds to the transferee.

Article 162 A listed company may issue corporate bonds that can be converted into stocks upon a resolution of the general meeting of shareholders, and stipulate specific conversion methods in the corporate bond offering method. The issuance of corporate bonds that can be converted into stocks by a listed company shall be submitted to the securities regulatory authority of the State Council for approval.

In the issuance of corporate bonds that can be converted into stocks, the words “convertible corporate bonds” shall be marked on the bonds, and the amount of convertible corporate bonds shall be stated in the corporate bond stub.

Article 163 In the issuance of corporate bonds that can be converted into stocks, the company shall exchange stocks to bondholders in accordance with its conversion method, but the bondholders have the option of converting stocks or not.

Chapter 8   Corporate Finance, Accounting

Article 164 The company shall establish its own financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.

Article 165 The company shall prepare a financial accounting report at the end of each fiscal year and be audited by an accounting firm in accordance with the law.

Financial accounting reports shall be prepared in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.

Article 166   A limited liability company shall deliver its financial and accounting reports to its shareholders within the time limit specified in the company's articles of association.

The financial and accounting report of a company limited by shares shall be made available to the company for review by shareholders 20 days before the annual meeting of the shareholders' general meeting is held; a company limited by shares that publicly issues shares must announce its financial and accounting report.

Article 167 When a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits and include it in the company's statutory provident fund. If the accumulated amount of the company's statutory common reserve fund is more than 50% of the company's registered capital, it may no longer be drawn.

If the company’s statutory reserve fund is not sufficient to make up for the losses of the previous year, the current year’s profits shall be used to make up the losses before the statutory reserve fund is drawn in accordance with the provisions of the preceding paragraph.

After the company draws the statutory reserve fund from the after-tax profits, it can also withdraw any reserve fund from the after-tax profits after the resolution of the shareholders meeting or the general meeting of shareholders.

The remaining after-tax profits after the company makes up for losses and withdraws the provident fund shall be distributed by a limited liability company in accordance with the provisions of Article 35 of this law; a company limited by shares shall distribute according to the proportion of the shares held by its shareholders, but the articles of association of a joint stock company shall not be based on shareholding Except for proportional distribution.

If the shareholders meeting, shareholders meeting or board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and draws statutory reserve funds, the shareholders must return the profits distributed in violation of the regulations to the company.

The company's shares held by the company shall not distribute profits.

Article 168 The premiums derived from the issuance of shares by a joint stock limited company at a price exceeding the par value of the shares and other income that is included in the capital provident fund specified by the financial department of the State Council shall be listed as the company’s capital provident fund.

Article 169 The company’s provident fund is used to make up for the company’s losses, expand the company’s production and operations, or to increase the company’s capital. However, the capital reserve cannot be used to make up for the company's losses.

When the statutory common reserve fund is converted into capital, the retained common reserve fund shall not be less than 25% of the company's registered capital before the conversion.

Article 170 The appointment and dismissal of the company’s accounting firm to undertake the company’s audit business shall be decided by the shareholders’ meeting, shareholders’ meeting or the board of directors in accordance with the provisions of the company’s articles of association.

When the company’s shareholders meeting, shareholders meeting or board of directors vote on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions.

Article 171 The company shall provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials to the accounting firm employed, and shall not refuse, conceal or falsely report.

Article 172   In addition to the statutory accounting books, the company shall not establish separate accounting books.

Company assets shall not be stored in an account in the name of any individual.

Chapter 9   Company merger, division, capital increase, and capital reduction

Article 173 The merger of companies may be merger by absorption or merger by new establishment.

A company absorbs other companies as an absorption merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and all parties to the merger are dissolved.

Article 174 In a company merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property inventory. The company shall notify its creditors within ten days from the date of the merger resolution, and make an announcement in the newspaper within thirty days. The creditor may request the company to pay off its debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of the announcement if the notice is not received.

Article 175   When a company is merged, the claims and debts of the parties to the merger shall be inherited by the company that survives the merger or the newly established company.

Article 176 The company is divided, and its property shall be divided accordingly.

When a company is split, a balance sheet and a list of assets should be prepared. The company shall notify its creditors within ten days from the date of making the division resolution, and make an announcement in the newspaper within thirty days.

Article 177 The debts of the company before the division shall be jointly and severally liable by the company after the division. However, unless otherwise agreed in the written agreement between the company and its creditors on debt settlement before the division.

Article 178   When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.

The company shall notify the creditors within ten days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within thirty days. Creditors have the right to request the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of the announcement if the notice is not received.

The registered capital of the company after its capital reduction shall not be lower than the legal minimum.

Article 179   When a limited liability company increases its registered capital, the capital contribution subscribed by the shareholders of the new capital shall be implemented in accordance with the relevant provisions of this law for the establishment of a limited liability company to pay capital contributions.

When a joint stock limited company issues new shares to increase its registered capital, the shareholders' subscription for new shares shall be implemented in accordance with the relevant provisions of this Law on the payment of shares for the establishment of a joint stock limited company.

Article 180 In case of a company merger or division, the registration items shall be changed and registered with the company registration authority according to law; if the company is dissolved, the company shall be registered for cancellation according to law; if a new company is established, the company shall be registered according to law.

If a company increases or decreases its registered capital, it shall go through modification registration with the company registration authority in accordance with the law.

Chapter 10   Company dissolution and liquidation

Article 181 The company was dissolved due to the following reasons:

(1) The business period stipulated in the articles of association of the company expires or other reasons for dissolution stipulated in the articles of association appear;

(2) The shareholders meeting or the shareholders meeting resolves to dissolve;

(3) The company needs to be dissolved due to merger or division;

(4) The business license has been revoked, closed or revoked according to law;

(5) The People's Court shall be dissolved in accordance with Article 183 of this Law.

Article 182 If a company is under the circumstances in Item (1) of Article 181 of this Law, it may survive by amending its articles of association.

In accordance with the provisions of the preceding paragraph, to amend the company's articles of association, a limited liability company must be approved by shareholders holding more than two-thirds of the voting rights, and a joint stock limited company must be approved by more than two-thirds of the voting rights held by shareholders attending the general meeting of shareholders.

Article 183 If a company encounters serious difficulties in its operation and management, and its continued existence will cause major losses to shareholders’ interests, which cannot be resolved through other means, shareholders holding more than 10% of the company’s shareholders’ voting rights may request the people’s court to dissolve them. the company.

Article 184 Where a company is dissolved due to the provisions of items (1), (2), (4), and (5) of Article 181 of this Law, it shall be subject to the reasons for dissolution. Set up a liquidation team within 15 days from the date of appearance and start liquidation. The liquidation group of a limited liability company is composed of shareholders, and the liquidation group of a joint stock limited company is composed of directors or persons determined by the general meeting of shareholders. If the liquidation team is not established within the time limit, the creditor may apply to the people’s court to designate relevant personnel to form a liquidation team to conduct the liquidation. The people's court shall accept the application and promptly organize a liquidation team to conduct liquidation.

Article 185 The liquidation team shall exercise the following powers during the liquidation period:

(1) Clean up the company's property and prepare the balance sheet and property list separately;

(2) Notification and announcement of creditors;

(3) Dealing with the outstanding business of the company related to liquidation;

(4) Settle the taxes owed and the taxes generated during the liquidation process;

(5) Clearing up claims and debts;

(6) Dealing with the remaining property after the company has paid off its debts;

(7) Represent the company in civil litigation activities.

Article 186 The liquidation team shall notify the creditors within ten days from the date of establishment, and make an announcement in the newspaper within sixty days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the notice is not received.

When a creditor declares a claim, it shall explain the relevant matters of the claim and provide supporting materials. The liquidation team shall register the claims.

During the declaration of creditor's rights, the liquidation team shall not pay off creditors.

Article 187 After the liquidation team has cleaned up the company’s property, prepared a balance sheet and a list of properties, it shall formulate a liquidation plan and submit it to the shareholders’ meeting, the general meeting of shareholders or the people’s court for confirmation.

After the company’s property is paid for liquidation expenses, employee wages, social insurance fees and statutory compensation, taxes owed, and the remaining property after the company’s debts are paid off, the limited liability company is distributed in proportion to the shareholders’ capital contribution, and the joint stock limited company is based on the shareholders’ holdings. Some shares are distributed proportionally.

During the period of liquidation, the company continues to exist, but no business activities unrelated to the liquidation shall be carried out. The property of the company shall not be distributed to shareholders before the payment is made in accordance with the provisions of the preceding paragraph.

Article 188 After liquidating the company’s property, compiling the balance sheet and inventory, if the liquidation team finds that the company’s property is insufficient to pay off its debts, it shall apply to the people’s court for bankruptcy.

After the company is declared bankrupt by the people's court, the liquidation team shall transfer the liquidation affairs to the people's court.

Article 189 After the company’s liquidation is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders’ meeting, shareholders’ meeting or the people’s court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the company’s termination.

Article 190 The members of the liquidation team shall be loyal to their duties and perform their liquidation obligations in accordance with the law.

The members of the liquidation team shall not use their power to accept bribes or other illegal income, and shall not embezzle company property.

If the members of the liquidation team cause losses to the company or creditors due to intentional or gross negligence, they shall be liable for compensation.

Article 191: Where a company is declared bankrupt in accordance with the law, the bankruptcy liquidation shall be carried out in accordance with the laws on corporate bankruptcy.

Chapter 11   Branches of foreign companies

Article 192 Foreign companies referred to in this law refer to companies established outside of China in accordance with foreign laws.

Article 193 To establish a branch within China, a foreign company must file an application with the Chinese competent authority, and submit its articles of association, the company registration certificate of the country where it belongs, and other relevant documents. After approval, the company must apply to the company registration authority in accordance with the law. Register and get a business license.

The procedures for the examination and approval of branches of foreign companies shall be separately formulated by the State Council.

Article 194 For the establishment of a branch in China, a foreign company must designate a representative or agent in charge of the branch in China, and allocate funds to the branch that are suitable for the business activities it is engaged in.

If it is necessary to stipulate a minimum amount of operating funds for branches of foreign companies, the State Council shall separately stipulate them.

Article 195 A branch of a foreign company shall indicate in its name the nationality and form of responsibility of the foreign company.

The branch of a foreign company shall prepare the articles of association of the foreign company in its institution.

Article 196: The branches established by foreign companies in China do not have the status of Chinese legal persons.

Foreign companies shall bear civil liability for the business activities of their branches in China.

Article 197   The approved branch of a foreign company that conducts business activities in China must abide by Chinese laws and must not harm China’s public interests, and its legal rights and interests are protected by Chinese laws.

Article 198 When a foreign company cancels its branch in China, it must pay off its debts in accordance with the law and conduct liquidation in accordance with the provisions of this law on company liquidation procedures. Before the debts are paid off, the property of its branches may not be moved outside of China.

Chapter 12   Legal Liability

Article 199 If, in violation of the provisions of this law, falsely report the registered capital, submit false materials, or use other fraudulent means to conceal important facts to obtain company registration, the company registration authority shall order corrections and impose a false report on the registered capital of the company A fine of not less than 5% but not more than 15%; for companies that submit false materials or resort to other fraudulent means to conceal important facts, a fine of not less than 50,000 yuan but not more than 500,000 yuan will be imposed; if the circumstances are serious, the company registration shall be cancelled Or revoke the business license.

Article 200 If a company’s promoters or shareholders make false capital contributions, fail to deliver or fail to deliver the currency or non-monetary property as capital contributions, the company registration authority shall order corrections and impose a false capital contribution of more than 5% to 15% The following is fine.

Article 201: After the company’s promoters and shareholders withdraw their capital contributions after the establishment of the company, the company registration authority shall order corrections and impose a fine of 5% to 15% of the evaded capital.

Article 202 If a company violates the provisions of this law and establishes an accounting book in addition to the statutory accounting book, the financial department of the people's government at or above the county level shall order it to make corrections and impose a fine of not less than 50,000 yuan but not more than 500,000 yuan.

Article 203 If the company makes false records or conceals important facts in the financial and accounting reports and other materials provided to the relevant competent authorities in accordance with the law, the relevant competent authorities shall impose a charge of more than 30,000 yuan on the directly responsible persons in charge and other directly responsible persons A fine of less than 300,000 yuan.

Article 204 If a company fails to withdraw the statutory provident fund in accordance with the provisions of this law, the financial department of the people's government at or above the county level shall order it to make up the amount that should be withdrawn, and may impose a fine of less than 200,000 yuan on the company.

Article 205 Where a company fails to notify or announce its creditors in accordance with the provisions of this Law during merger, division, reduction of registered capital or liquidation, the company registration authority shall order corrections and impose 10,000 yuan up to 100,000 yuan on the company. fine.

Where the company conceals property during liquidation, makes false records on the balance sheet or property list, or distributes the company’s property before the debt is paid, the company registration authority shall order corrections, and the company’s property shall be concealed or the company’s property shall be distributed before the debts are paid A fine of not less than 5% but not more than 10%; the person in charge and other directly responsible persons shall be fined not less than 10,000 yuan but not more than 100,000 yuan.

Article 206   During the period of liquidation, if a company conducts business activities that are not related to liquidation, the company registration authority shall give a warning and confiscate the illegal income.

Article 207   If the liquidation team fails to submit a liquidation report to the company registration authority in accordance with these regulations, or the liquidation report conceals important facts or has major omissions, the company registration authority shall order corrections.

If the members of the liquidation team use their powers to practice favoritism, seek illegal income or embezzle company property, the company registration authority shall order the return of the company property, confiscate the illegal income, and may impose a fine of one to five times the illegal income.

Article 208 If an institution undertaking asset evaluation, capital verification or verification provides false materials, the company registration authority shall confiscate the illegal income and impose a fine of one to five times the illegal income, and the agency may be ordered by the relevant competent authority in accordance with law Suspend business, revoke the qualification certificates of the directly responsible personnel, and revoke the business license.

If the institution responsible for asset evaluation, capital verification or verification provides a major omission report due to negligence, the company registration authority shall order corrections. If the circumstances are serious, a fine of more than one time but less than five times the income may be imposed, and the relevant competent authority may be subject to law. Order the institution to suspend business, revoke the qualification certificate of the person directly responsible, and revoke the business license.

If the institution undertaking asset evaluation, capital verification or verification has caused losses to the company’s creditors because the evaluation results, capital verification or verification certificates issued by it are false, the company’s creditors shall be within the scope of the amount of the untrue evaluation or verification unless it can prove that it has no fault. responsible for damage repairs.

Article 209 If the company registration authority registers a registration application that does not meet the conditions specified in this law, or refuses to register a registration application that meets the conditions specified in this law, the directly responsible person in charge and other directly responsible personnel shall be Give administrative sanctions.

Article 210 The superior department of the company registration authority forces the company registration authority to register the registration application that does not meet the requirements of this law, or refuse to register the registration application that meets the requirements of this law, or conduct illegal registration. In case of sheltering, the directly responsible persons in charge and other directly responsible persons shall be given administrative sanctions according to law.

Article 211 Whoever fails to register as a limited liability company or a company limited by shares in accordance with the law, but uses the name of a limited liability company or a company limited by shares, or fails to register as a limited liability company or a branch of a company limited by shares in accordance with the law, In the name of a limited liability company or a branch of a joint stock limited company, the company registration authority shall order it to make corrections or ban it, and may also impose a fine of less than 100,000 yuan.

Article 212   If a company has not opened for business for more than six months after its establishment, or has ceased business by itself for more than six consecutive months after opening, its business license may be revoked by the company registration authority.

When a company registration item is changed, if the relevant change registration is not handled in accordance with the provisions of this law, the company registration authority shall order it to register within a time limit; if it fails to register within the time limit, a fine of 10,000 yuan to 100,000 yuan shall be imposed.

Article 213 If a foreign company violates the provisions of this law and establishes a branch in China without authorization, the company registration authority shall order it to make corrections or close it, and may also impose a fine of not less than 50,000 yuan but not more than 200,000 yuan.

Article 214   Anyone who uses the name of a company to engage in a serious illegal act that endangers national security or social public interest shall have its business license revoked.

Article 215   If a company violates the provisions of this Law and shall bear civil compensation liability and pay fines or fines, and its property is insufficient to pay, it shall first bear civil compensation liability.

Article 216   Violation of the provisions of this law, which constitutes a crime, shall be investigated for criminal responsibility according to law.

Chapter 13   Supplementary Provisions

Article 217 The meaning of the following terms in this law:

(1) Senior management personnel refers to the company’s manager, deputy manager, financial officer, secretary of the board of directors of a listed company, and other personnel specified in the company’s articles of association.

(2) Controlling shareholder refers to a shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total capital of a joint stock limited company; the capital contribution or shares Although the proportion of shareholders is less than 50%, but the voting rights enjoyed by their capital contribution or the shares they hold are sufficient to have a significant impact on the resolutions of the shareholders’ meeting or general meeting of shareholders.

(3) The actual controller refers to a person who is not a shareholder of the company, but can actually control the company's behavior through investment relationships, agreements or other arrangements.

(4) Associated relationship refers to the relationship between the company's controlling shareholders, actual controllers, directors, supervisors, and senior management personnel and the companies directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of company interests. However, the state-controlled enterprises are not only related to each other because they are controlled by the state.

Article 218  Foreign-invested limited liability companies and joint stock limited companies shall be governed by this law; if there are other provisions in the law concerning foreign investment, the provisions shall apply.

Article 219 This law shall come into force on January 1, 2006.

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