"Company Law"
(December 29, 1993 the Eighth National People's Congress Standing Committee adopted the fifth meeting under the December 25, 1999 the Ninth National People's Congress Standing Committee Thirteenth Meeting "on the amendments to <Company Law "decision" the first amendment under the August 28, 2004 of the Tenth National People's Congress Standing Committee of the eleventh meeting "on the amendments to <of the PRC Company Law" decision "second revision October 27, 2005 the Tenth National People's Congress Standing Committee eighteenth 次会议修订 October 27, 2005 Presidential Decree No. 42 of the PRC announced since January 1, 2006 shall come into force)
TABLE OF CONTENTS
Chapter I General Provisions
Chapter set up limited liability companies and organizations
Section established
Section Organization
Section one-person limited liability company special provisions
Section IV Special Provisions on state-owned companies
Chapter limited liability company stock transfer
Chapter IV Establishment and Organization Inc.
Section established
Section general meeting of shareholders
Section Board of Directors, managers
IV Board of Supervisors
Section V listed company organization special provisions
Chapter Inc. of the shares issue and transfer of
Section of share issue
Section II transfer of shares
Chapter directors, supervisors and senior management personnel qualifications and duties
Chapter VII of the corporate bond
Chapter VIII of the company's financial, accounting
Chapter merger, division, capital increase, capital reduction
Chapter's dissolution and liquidation
Chapter branches of foreign companies
Chapter XII Legal Responsibility
Chapter XIII Supplementary Provisions
Chapter I General Provisions
The first order to standardize the organization and behavior, protect the company, shareholders and creditors of the legitimate rights and interests of social and economic order, promote the development of socialist market economy, the development of this law.
Article 2 The term refers to companies established in China in accordance with this Law, a limited liability company and Company Limited.
The third is the corporate, independent of corporate property, have legal property rights. All property of the company for its debts and liabilities of the company's responsibility.
Limited liability company's shareholders subscribed for its limited amount of funding responsibility to the company; Corporation's shareholders to subscribe for shares of its limited liability company.
Article shareholders are legally entitled to capital gains, managers involved in major decision-making and choice and other rights.
Article companies engaged in business activities, must comply with laws, administrative regulations, observe social ethics, business ethics, honesty, accept public supervision of government and society, social responsibility.
The company's legitimate rights and interests protected by law, shall be inviolable.
Article setting up a company, the company registration authority shall apply for registration. Meet the conditions established under this Act, the company registration organ were registered as limited liability companies or limited by shares; do not meet the conditions established under this Act, shall not be registered as a limited liability company or Corporation.
Laws and administrative regulations must be reported to the approval of the establishment of the company, it should be in the company before the registration law apply for approval.
The public can check the company registration authority for matters of company registration, company registration authority shall provide access to services.
Article legally established company, the company registration authority issued to the company business license. Date of issuance of business license for the company established.
Company business license shall contain the company name, address, registered capital, paid-up capital, business scope, legal representative of the name and so on.
Business license records of items is changed, the company shall register the change, the company registration authority renewal of business license.
Article in accordance with this Law, a limited liability company established and must indicate the name of the company or limited liability company Ltd words.
Co., Ltd. established in accordance with this Law, must be indicated in the company name the word Limited or Corporation.
Limited liability company is changed to Article IX Ltd., Inc. shall comply with the conditions prescribed in this Law. Co., Ltd. changed to a limited liability company shall meet the provisions of this Law the conditions of the limited liability company.
Co., Ltd. changed to stock company, limited liability or joint stock companies change, the company claims prior to the change, the debt inherited by the company after the change.
Article location for the company with its main office accommodation.
Article 11 The establishment company's articles of association must be established by law. Articles of Association of the company, shareholders, directors, supervisors and senior managers binding.
Article XII of the company's business scope of the articles of association, and legally registered. Company can amend the company charter, change its business scope, but should register the change.
The company's business scope in a legal and administrative regulations shall be subject to the approval of the project, shall be approved.
In accordance with Article XIII of the legal representative of the company's articles of association, by the chairman, as executive director or manager, and registered according to law. Change the legal representative of the company, should register the change.
Article XIV company may set up branches. Set up branches, should the company registration authority for registration and obtain a business license. Branch does not have legal personality and its civil liability by the company.
Companies can set up a subsidiary, a subsidiary with legal personality, shall bear civil liability.
Article XV companies to invest in other companies; However, unless otherwise specified, shall become the debts of the business investment jointly and severally liable to the investor.
Article XVI companies to invest in other companies or provide security for others, in accordance with the provisions of the Articles of Association, the board of directors or shareholders, the shareholders of General Assembly resolutions; articles of association or the guarantee of the investment amount and the amount of individual investments or guarantees there is a limit specified, shall not exceed the prescribed limit.
Company shareholders or actual controllers to provide security, must be approved by the shareholders or the shareholders' meeting resolution.
Preceding paragraph by the shareholders or actual controllers of the preceding paragraph, the shareholders of domination, the matter preceding paragraph shall not participate in voting. The vote by the other shareholders attending the meeting by a majority of voting rights held.
Article XVII companies must protect their legitimate rights and interests, according to sign labor contracts with workers, social insurance, strengthen labor protection, to achieve safe production.
Companies should take many forms, strengthening the company employees and job training, vocational education, improve the quality of staff.
Company employees in accordance with Article 18 "of the PRC Trade Union Law," trade unions, to carry out trade union activities and safeguard the legitimate rights and interests. Company shall provide the necessary conditions for the activities union. Company trade union representatives of workers on the labor remuneration, working hours, benefits, insurance and labor law matters such as health and safety sign collective contracts with the company.
Company in accordance with the provisions of the Constitution and relevant laws, through workers' congress or other forms of democratic management.
Decided to study the restructuring and operation of major issues, and formulating important rules and regulations, companies should listen to the views of trade unions and workers' congress or through other forms of workers listen to comments and suggestions.
Article 19 in the company, according to the Chinese Communist Party Constitution was set up by the Chinese Communist Party organizations, carry out party activities. Company's activities should be party to provide the necessary conditions.
Diershitiao Company shall comply with laws, administrative regulations and articles of association, shareholders exercise their rights, not abuse the right to damage the company or other shareholders' interests of the shareholders; not abuse the independent corporate status and limited liability of shareholders damage the interests of creditors of the company.
Abuse of shareholders' rights to shareholders or other shareholders of the company's losses, shall be liable for compensation.
Misuse of corporate shareholders and limited liability of shareholders independent status, avoid debt, seriously damaging the interests of creditors of the company shall be jointly and severally liable for company debts.
Twenty-one company's controlling shareholders, actual controllers, directors, supervisors and senior management personnel shall not use their association harm interests of the company.
Violation of the preceding paragraph, the loss caused to the company, shall be liable for damages.
Article 22 The shareholders' meeting or general meeting of shareholders, resolution of the board of the contents of laws and administrative regulations invalid.
Shareholders or shareholders' meeting, the Board convened a meeting procedures, voting against the law, administrative regulations or the articles of association or the resolution of the contents of the articles of incorporation, the shareholders may be made from the date of the resolution within sixty days, request the court to withdraw.
Shareholder litigation in accordance with the preceding paragraph, the people's court may be the company's request to provide guarantees of shareholders.
According to the company shareholders or shareholders' meeting, board of directors has register the change, the people's court to declare the resolution null and void or revoke the resolution, the company should apply for revocation of the company registration authority to change the registration.
Chapter set up limited liability companies and organizations
Section set up
Article 23 The establishment of a limited liability company shall meet the following conditions:
(A) a quorum of shareholders;
(B) the shareholders to reach the statutory minimum amount of capital invested;
(C) the shareholders have jointly formulated the articles of association;
(D) the company name, establishing a limited liability company organization;
(E) of the company's domicile.
Article 24 limited liability company from the 50 or fewer shareholders funded the establishment.
Article 25 limited liability company articles of association shall contain the following:
(A) the name and residence;
(B) the company's business scope;
(3) the registered capital;
(D) the name or the name of the shareholder;
(E) the shareholders of contribution, amount of time and funding;
(F) the company's organization and its method, terms, rules of procedure;
(G) the legal representative;
(H) the shareholders' meeting and other matters deemed necessary.
Shareholders in the company's articles of association should be signed, sealed.
Article 26 limited liability company's registered capital of the company registration authority for all shareholders subscribed capital contributions. First of all shareholders capital contributions shall not be less than 20% of registered capital, nor less than the statutory minimum registered capital, the rest of the establishment of the company by the shareholders within two years from the date paid; investment company, can be paid within five years.
Limited liability company's minimum registered capital was RMB million. Laws and administrative regulations of the limited liability company registered a higher minimum capital requirement shall prevail.
Article 27 The shareholder may contribute cash, can also be kind, intellectual property rights, land use rights can be valued in monetary terms and may be transferred to non-monetary property appraised; However, the laws and administrative regulations shall, except as the property investment .
As a non-monetary contribution of property price should be assessed to verify the property, not over-or under-valued. Laws and administrative regulations have provisions for assessment of price, shall prevail.
All shareholders of the amount of money invested limited liability company shall not be less than 30% of registered capital.
Article 28 The shareholders shall be paid in full on schedule in accordance with their respective Articles of Association of the subscribed capital contributions. Shareholders monetary contribution, monetary contribution should be credited in full limited liability company to open bank accounts; funded by non-monetary assets should be handled according to procedures for the transfer of its property.
Shareholders in accordance with the preceding paragraph shall not capital contributions, in addition to the company should pay in full, but should also be paid in full on schedule to have the shareholder liable for breach.
Article 29 The shareholders' capital contributions, must be legally established capital verification by the verification agency and issue a certificate.
Article 30 of the first investment by the shareholders of the verification agency established by law, after verification, a representative designated by all the shareholders or an agent jointly entrusted to the company registration authority to submit application for company registration, articles of association, capital verification certificate and other documents to apply for the establishment of registration.
第 三十一条 limited liability company is set up, found that as the establishment of company-funded non-monetary property, the actual value was significantly lower than the amount of the Articles of Association of the pricing, it should be funded by the delivery of the shareholders make up the difference; other shareholders when the company set up jointly and severally liable.
Article 32 after the establishment of limited liability companies, investment certificate shall be issued to shareholders.
Investment certificate shall contain the following:
(A) company name;
(B) the date of its establishment;
(3) the registered capital;
(D) the name or names of shareholders, to pay the amounts of capital and funding date;
(E) of the investment certificate number and issue date.
Investment certificate by the company seal.
Article 33 limited liability company shall prepare a register of shareholders, the following information:
(A) the shareholder's name or the name and residence;
(B) the amounts of capital to shareholders;
(C) the investment certificate number.
Recorded in the register of shareholders of the shareholders, according to the register of shareholders can exercise shareholder rights advocates.
Company shareholders should be the name or the name of their capital contributions to the company registration authority; registration items is changed, it shall register the change. Without registration or change registration, shall not be against the third person.
Article 34 The shareholders' right to access, copy the articles of association, shareholders meetings, board meetings resolutions, resolutions of the board of supervisors and financial accounting reports.
Shareholders may request access to the company accounting books. Shareholders to request access to the company's accounting books shall make a written request to the company, indicating the purpose. Company has reasonable grounds to believe shareholders have access to accounting books improper purpose, may damage the legitimate interests of the company can refuse to provide access to, and shall make a written request from shareholders within fifteen days from the date of the written reply and an explanation of shareholders. The company refused to provide access to, the shareholders may request the court to require the company to provide access.
Shareholders in accordance with Article 35 points to take the ratio of capital paid dividends;'s new capital, the shareholders are entitled to priority according to paid-subscription ratio of capital invested. However, all shareholders agreed not to take bonus points according to the proportion of investment or not in accordance with the proportion of investment funded by subscription, except the priority.
Article 36 The company is set up, the shareholders shall not be capital flight.
Section Organization
Article 37 The shareholders of a limited liability company formed by all the shareholders. Shareholders is the company's authority to exercise powers in accordance with this Law.
Article 38 The shareholders will exercise the following powers:
(A) determine the company's operating policies and investment plans;
(B) the election and replacement of non-employee representatives held by the directors, supervisors, determining the directors, supervisors of remuneration;
(C) examine and approve reports of the Board;
(D) Consider approval of the board of supervisors or the supervisor's report;
(E) examine and approve the annual financial budget and final accounts;
(F) examine and approve the profit distribution and loss recovery plans;
(Vii) the increase or decrease of registered capital by resolution;
(H) a resolution on the issue of corporate bonds;
(9) to the merger, division, dissolution, liquidation or change in corporate form of resolution;
(J) amend the Articles of Association;
(Xi) other functions and powers stipulated in the articles.
Shareholders of the items listed in the preceding paragraph unanimous written consent, can not hold a shareholders' meeting, the decision directly, by all shareholders in the decision documents signed and sealed.
Article 39 of the first funded by the shareholders' meeting convened and presided over the largest shareholder, to exercise powers in accordance with the provisions of this Law.
Article 40 The shareholders meeting was divided into regular meetings and ad hoc meetings.
Regular meetings shall be in accordance with the provisions of the Articles of Association held on time. On behalf of more than one-tenth of the voting rights of shareholders, more than one third of the directors, board of supervisors or the supervisor of the company's proposal to convene ad hoc meetings of supervisors shall convene ad hoc meetings.
Article 41 limited liability company board of directors, the shareholders meeting convened by the Board, Chairman presided; chairman of the board is unable to act or fails to perform duties, chaired by the Vice Chairman; Vice Chairman is unable to act or fails to perform duties by More than half of the directors elected a director of the co-chair.
Limited liability company with no board of directors, the shareholders meeting convened and chaired by the Executive Director.
Board of directors or executive director is unable to perform or not perform the duties of the shareholders' meeting convened by the board of supervisors or the supervisor of the company's supervisors convene and preside over; board of supervisors or the supervisor does not convened and chaired, on behalf of more than one-tenth of the voting shareholders can call their own and chair.
Article 42 The meeting of shareholders meeting, held on the 15th at the meeting should notify all shareholders; However, the articles of association provides otherwise or unless otherwise agreed by all shareholders.
Shareholders should be made of matters discussed at meetings of the decision to attend the meeting of the shareholders shall sign the record of the meeting.
Article 43 The shareholders' meeting in accordance with the proportion of investment by the shareholders to exercise voting rights; However, except as otherwise provided in the Articles of Association.
Article 44 proceedings of shareholders and voting procedures, in addition to the provisions of this Law, the charter by the company.
Shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital of the resolution, as well as merger, division, dissolution or change the form of a resolution the company must be approved by two-thirds of the voting rights on behalf of shareholders.
Article 45 limited liability company board of directors, three of its ten members of three; However, except as otherwise provided in this Act 第五十一条.
Two or more state-owned enterprises or two or more other investors invested in state-owned limited liability company, its board members should be representatives of the employees; other limited liability company board members may have representatives of the employees. Staff representatives in the board of directors by the company employees through the workers' congress, the TUC or other forms of democratic elections.
Board chairman and one can deputy chairman. Chairman, vice chairman of the election are prescribed by the articles of association.
Article 46 Term of Office by the articles of association, a term not exceeding three years. Board term expires, re-election.
Director term election is not timely, or lead to the resignation of the directors in office less than a quorum of board members, directors elected at the change prior to taking office, shall be in accordance with the original director is still legal, administrative regulations and articles of association shall perform the Board of Directors.
Article 47 Board of Directors will be responsible to the shareholders, exercise the following powers:
(A) to convene the shareholders' meeting, shareholders will report to work;
(B) the implementation of the resolutions of shareholders;
(3) to decide the company's business plans and investment programs;
(D) formulate the company's annual financial budget and final accounts;
(E) formulate the company's profit distribution plans and loss recovery plans;
(6) to formulate the increase or decrease of registered capital and the issuance of corporate bonds;
(Vii) to formulate the merger, division, dissolution or change of corporate form of the program;
(H) to decide on the internal management structure;
(Ix) to appoint or dismiss the manager and his remuneration matters, and according to the manager's decision to appoint or dismiss the nomination of vice president, chief financial officer and their remuneration;
(J) to develop the company's basic management system;
(Xi) other functions and powers stipulated in the articles.
Article 48 Board meeting convened and chaired by the chairman of the board; chairman of the board is unable to act or fails to perform duties, convened and chaired by the Vice Chairman; Vice Chairman is unable to act or fails to perform duties, jointly recommended by half or more directors by a director convene and preside over.
Article 49 proceedings of the board of directors and voting procedures, in addition to the provisions of this Law, the charter by the company.
The Board shall decide the matters discussed made of meetings, the directors present at the meeting should sign the record of the meeting.
Board vote on the resolution, the implementation of one man one vote.
Article 50 limited liability company can have a manager, appointed or dismissed by the board of directors decided. Manager to the Board, exercise the following powers:
(A) chair the company's production and operation management, organization and implementation of resolutions of the Board of Directors;
(B) organize the implementation of the annual business plans and investment programs;
(C) the development of internal management structure;
(D) To develop the company's basic management system;
(E) to formulate specific rules and regulations;
(F) the appointment or dismissal of the deputy manager, chief financial officer;
(G) to appoint or dismiss the decision by the board of directors to appoint or dismiss management personnel other than;
(H) other powers conferred by the Board of Directors.
Terms of the Articles of Association of the manager as otherwise provided, shall apply.
Managers attend board meetings.
Article 51 fewer or smaller number of shareholders limited liability company, can set up an executive director, no board of directors. Executive Director may assume the manager of the company.
Executive director of the authority by the corporate charter.
Article 52 limited liability company board of supervisors, not less than three of its members. Fewer or smaller number of shareholders limited liability company, can set up a two supervisors, no board of supervisors.
Representatives of shareholders and board of supervisors shall include an appropriate proportion of representatives of the employees, of which the proportion of workers' representatives shall not be less than one-third, the specific proportion of the articles of association. Board of Supervisors on behalf of workers by the company employees through the workers' congress, the TUC or other forms of democratic elections.
Board of Supervisors have a Chairperson, elected by a majority of all supervisors. Chairman of the Supervisory Board of Supervisors convened and presided over the meeting; chairman is unable to act or fails to perform duties, jointly recommended by half or more supervisors supervisors convene and preside over a board of supervisors meeting.
Directors, senior management may not act as supervisors.
Article 53 The term of office of each supervisor for three years. Supervisors term, re-election.
Term is not timely election supervisors, or supervisors in office led to his resignation less than a quorum of members of the board of supervisors, the supervisors elected in the change prior to taking office, former supervisor still be in accordance with laws, administrative regulations and articles of association shall perform the supervisor duties.
Article 54 The board of supervisors, not the supervisor of the company's supervisors exercise the following powers:
(A) Check the company's financial;
(B) the directors and senior managers perform their duties to monitor the actions of the violation of laws, administrative regulations, the articles of incorporation or the resolution of the shareholders of directors, senior management of the recall of the recommendations;
(C) If the directors and senior management personnel damage the company's interests, require directors and senior management to be corrected;
(D) propose the convening of extraordinary meetings, the Board does not fulfill the provisions of this Law to convene and preside over the shareholders 'meeting convened and chaired duties shareholders' meeting;
(E) submit proposals to the shareholders' meeting;
(F) in accordance with this Law, the provisions of Article 152, the directors, senior management litigation;
(Vii) other functions and powers stipulated in the articles.
Article 55 The supervisors may attend board meetings and resolutions of the Board to ask questions or recommendations.
Board of Supervisors, not the supervisor of the company's supervisors found that exceptional circumstances can be investigated; necessary, you can hire an accounting firm, to assist its work, the cost borne by the company.
Article 56 Board of Supervisors at least once each year, supervisors may propose to convene a provisional board of supervisors meeting.
Board of Supervisors of the rules of procedure and voting procedures, in addition to the provisions of this Law, the charter by the company.
Supervisory Board resolutions shall be passed by more than half of supervisors.
Board of Supervisors on matters discussed should be made of the decision meeting, attended by supervisors should sign the record of the meeting.
Article 57 The board of supervisors, not the supervisor of the company's supervisors to exercise powers necessary costs incurred by the company.
Section one-person limited liability company special provisions
Article 58 one-person limited liability company set up and organization, applicable provisions of this section; provisions of this section does not apply section of this chapter, the provisions of Section II.
Act referred to one-person limited liability company, means that only a natural person shareholder or shareholders of a corporation limited liability company.
Article 59 one-person limited liability company's minimum registered capital of RMB yuan. Shareholders should pay a full corporate charter capital contribution.
A natural person can only be invested in a one-person limited liability company. The one-person limited liability company can not invest in the establishment of new one-person limited liability company.
Article 60 one-person limited liability company registered in the company should indicate a natural person or legal entity wholly owned, and set forth in the company's business license.
Article 61 one-person limited liability company by the shareholders of the development.
Article 62 one-person limited liability company with no shareholders. Shareholders in the first paragraph of Article 38 of this Act set out the decision, should be in writing, signed by the provision in the company's shareholders.
Article 63 one-person limited liability company should be the end of each fiscal year, prepare financial accounting reports, and audited by accounting firms.
Article 64 one-person limited liability company can not prove that the company's shareholders at the shareholders' own property independent of the property shall be jointly and severally liable for company debts.
Section IV Special Provisions on state-owned companies
Article 65 The establishment of state-owned companies and organizations for the provisions of this section; provisions of this section does not apply section of this chapter, the provisions of Section II.
Act referred to state-owned company, is the state funded separately by the State Council or local people's government authorized the people's government of state-owned assets supervision and administration agency to perform the responsibilities of investor limited liability company.
Article 66 The articles of incorporation by the state-owned assets supervision and administration of state agencies to develop, or developed by the Board reported the state-owned assets supervision and administration authority for approval.
Article 67 The state-owned company with no shareholders, by the exercise of state-owned assets supervision and administration authority shareholders. State-owned assets supervision and administration may authorize the Board of Directors will exercise the functions and powers of the shareholders, to decide on major issues, but the company's merger, division, dissolution, increase or decrease of registered capital and the issuance of corporate bonds must be state-owned assets supervision and administration decisions; Among them, the important state-owned company merger, division, dissolution, bankruptcy should be decided by the state-owned assets supervision and administration, after examination, reported to the government for approval.
The aforesaid major state-owned company, determined in accordance with the provisions of the State Council.
Article 68 The state-owned company board of directors, in accordance with Article 47 of this Law, the provisions of Article 67 of the exercise of authority. Directors elected for a term not exceeding three years. Board members should be representatives of the employees.
Board members from the state-owned assets supervision and administration agency to appoint; However, the staff members of the board of directors on behalf of the General Assembly by the elected representatives of the employees.
Board chairman and one can deputy chairman. Chairman, vice chairman of state-owned assets supervision and administration by the board members from the specified.
Article 69 The state-owned companies have a manager, appointed or dismissed by the Board. Manager in accordance with the provisions of Article 50 of this Act to exercise powers.
The state-owned assets supervision and administration agreement, the board members can serve as manager.
Article 70 The state-owned company's chairman, vice chairman, directors, senior management, without the consent of state-owned assets supervision and administration, not in other limited liability corporation, or other economic organization.
Article 71 state-owned company of not less than five supervisory board members, including the proportion of workers' representatives shall not be less than one-third, the specific proportion of the articles of association.
Supervisory Board members from the state-owned assets supervision and administration agency to appoint; However, members of the board of supervisors of staff representatives from the elected representatives of the employees of the General Assembly. The chairman of state-owned assets supervision and administration by the Supervisory Board members from the specified.
Board of Supervisors to exercise Article 54 of this Act (a) to (c) provides that the terms of reference and other functions and powers under the State Council.
Chapter limited liability company stock transfer
Article 72 limited liability company between the shareholders of each other to transfer its entire or part of the shares.
Shareholders to the shareholders other than the transfer of ownership, should be agreed by a majority of other shareholders. Transfer of shares to shareholders on matters of written notice of its other shareholders to seek the consent of other shareholders since the date of receipt of written notice at least 30 did not reply, as consent to the assignment. More than half of the other shareholders do not agree to the transfer, the shareholders should not agree to purchase the transfer of the shares; not to buy, as agreed to the transfer.
The shareholders agreed to the transfer of the shares, under the same conditions, other shareholders have a preemptive right. Two or more claims of shareholders to exercise preemptive rights, negotiated percentage of each purchase; consultation fails, the transfer in accordance with the ratio of capital to exercise their right of first refusal.
Articles of association of the equity transfer as otherwise provided, shall apply.
Article 73 People's Court in accordance with procedures prescribed by law enforcement when the transfer of the shares of shareholders, it shall notify the Company and its shareholders, other shareholders have right of first refusal under the same conditions. Other shareholders from the people's court from the date of notification does not exercise the right of first refusal of 20, as a waiver of right of first refusal.
Article 74 in accordance with Article 72 of this Law, Article 73 of the transfer of ownership, the company shall cancel the original shareholders of the investment certificate, investment certificate issued to new shareholders, and modify the articles of association and shareholders on the register of shareholders and records of its capital contribution. The modification of the articles of association do not need to vote by the shareholders.
Article 75 of the following circumstances, shareholders will vote against the resolution, the shareholders may request the Company in accordance with the acquisition of their shares at reasonable prices:
(A) the company for five consecutive years does not distribute profits to shareholders, the company earnings in the five consecutive, and in line with the provisions of this Law the conditions of distribution of profits;
(B) the merger, division, transfer of the main property;
(C) the articles of association of business or the expiration of statutes of other reasons for dissolution occurs, the shareholders' meeting passed a resolution amending the charter of the company survival.
Since the adoption of the resolution of the shareholders 'meeting within sixty days from the date of the shareholders and the company can not reach buyout agreement, shareholders since the shareholders' meeting resolution within ninety days from the date of the people's court proceedings.
Article 76 After the death of individual shareholders, the shareholders entitled to inherit its legal successor; However, except as otherwise provided in the Articles of Association.
Chapter IV Establishment and Organization Inc.
Section set up
Article 77 establishment Inc., shall meet the following conditions:
(A) sponsor a quorum;
(B) the promoters to subscribe and to raise equity capital to meet the statutory minimum;
(C) the issuance of shares and organize matters in line with legal requirements;
(D) the articles of association sponsors the development, use of proceeds established by means of the General Assembly adopted by the founder;
(E) of the company name, establishing the Corporation requires the Organization;
(F) the company's domicile.
Article 78 Company Limited set up, you can set up to initiate the establishment of the way or raising.
Initiated the establishment, the company is to be issued by the promoters to subscribe all the shares and setting up a company.
Raising establishment, is subscribed by the promoters of the company shares should be part of the remaining shares offered to the public or to set up company to raise a specific object.
Co., Ltd. established in Article 79, should have more than 200 people following two promoters, of which more than half of the promoter to be in a residence in China.
Article 80 The Corporation sponsors take the company to organize affairs.
Sponsor sponsor should sign agreement to establish a clear process in the company of their rights and obligations.
Article 81 initiated the establishment of joint stock limited company established by means of a registered capital of the company registration authority of the total capital subscribed by all the promoters. The company's first capital contribution of all the promoters shall not be less than 20% of registered capital, the rest of the establishment of the company by the promoter within two years from the date paid; investment company, can be paid within five years. In the paid up front, may not offer shares to others.
Co., Ltd., established way to raise the registered capital of the company registration authority of the total paid up share capital.
Co., Ltd. The minimum amount of registered capital of five million yuan. Laws and administrative regulations of the Corporation registered a higher minimum capital requirement shall prevail.
Article 82 of the Corporation shall contain the following constitution:
(A) the name and residence;
(B) the company's business scope;
(C) the way in the company;
(D) the total number of shares, per share amounts, and the registered capital;
(E) the sponsor's name or the name, number of shares subscribed, the time of contribution and funding;
(F) the composition of the board of directors, powers and rules of procedure;
(G) the legal representative;
(Viii) the composition of the board of supervisors, powers and rules of procedure;
(Ix) profit distribution;
(J) the company's dissolution and liquidation;
(Xi) the company's notice and notice approach;
(Xii) general meeting of shareholders meeting and other matters deemed necessary.
Article 83 The promoter of the funding methods for the provisions of Article 27 of this Law.
Article 84 to establish the way in initiating Inc., the sponsor should be stipulated in the articles written enough to recognize its subscribed shares; once paid, it shall pay the full contribution; installments paid, it shall pay the initial investment. Funded by non-monetary assets should be handled according to law the property transfer.
Sponsor does not pay in accordance with the preceding paragraph funded, should be liable for breach of agreement by the sponsor.
After the first payment of investment promoters, the board of directors and the supervisory board should be elected by the board of directors to the company registration authority to submit articles of association, capital verification institution established by law and the verification certificate issued by laws and administrative regulations and other documents, apply for registration.
Article 85 to set up the way in raising Co., Ltd., the promoters subscribe for shares in the total number of shares shall not be less than 35%; however, laws, administrative regulations shall prevail.
Article 86 The public offer of shares to promoters, to notice the prospectus and the production of subscription forms. Warrants shall specify the items listed in Article 87 of this Law, the number of shares subscribed by the fill the subscribers, the amount, shelter, and the signature and seal. The number of shares subscribed by the subscribers to pay monies.
Article 87 shall be accompanied by a prospectus drawn up articles of association sponsors, and specify the following:
(A) the number of shares subscribed promoter;
(B) the per share par value and issue price;
(C) the total number of bearer shares issued;
(D) use of the funds raised;
(E) the subscribers of the rights and obligations;
(F) the beginning and end of this offering period and overdue when the subscribers are not fully subscribed shares can be recognized by the withdrawal instructions.
Article 88 of the promoters to raise stake to the public, should be established by law of securities firms underwriting, the underwriting agreement entered into.
Article 89 promoters to raise stake to the public, should be entered into the collection of monies with the bank agreement.
Collection of monies in banks should be collected and stored according to the agreement monies, monies to pay the collection documents issued by the subscribers, and the responsibility to prove to the authorities the obligation to issue receipts.
Article 90 of the issued shares of the monies paid, must be legally established capital verification by the verification agency and issue a certificate. Sponsor shall monies paid within thirty days from the date the company hosted the inaugural meeting. Creation of the General Assembly by the initiator, the subscribers composition.
Shares issued under the prospectus exceeds the deadline has not been fully subscribed, or the monies paid shares, the promoters are not held within thirty days of the creation of the General Assembly, the subscribers can follow the monies paid over the same period plus bank interest on deposits, requiring promoters to return.
Article 91 sponsors in the creation of the General Assembly should be held on the 15th date of the meeting will inform the subscribers or the public announcement. Founded more than half the total number of shares in the General Assembly should be the sponsor of the subscribers to attend, be held.
Creation of the General Assembly shall exercise the following powers:
(A) consider the organization of the promoters of the company's report;
(B) through the company's articles of association;
(C) the election of board members;
(D) Election of the Supervisory Board;
(E) the establishment of the company's audit fees;
(Vi) the promoters used to offset against the share price of the property shall be reviewed;
(Vii) force majeure or major changes in business conditions directly affect the company set up, you can not make a resolution to set up companies.
Creation of the General Assembly resolution on the matters listed in the preceding paragraph, must be present at the meeting by a majority of voting rights held by the subscribers.
Article 92 sponsor, the subscribers pay the monies or monies for the delivery of the funding arrived, except fails to fully subscribed shares, the sponsor fails to convene the inaugural meeting of General Assembly resolutions are not set up or to create the company's circumstances, shall not pumping back to their capital.
Article 93 The Board shall, within thirty days after the end of the inaugural meeting, the company registration authority to submit the following documents to apply for registration:
(A) company registration;
(B) the creation of the General Assembly meetings;
(C) the articles of association;
(D) the capital verification certificate;
(E) the legal representative, directors, supervisors and the identification of office documents;
(F) proof of legal status or the promoters of the natural person identification;
(Vii) the company domicile.
Way to raise public offering of shares of the Corporation set up, the company registration authority should also be submitted to the State Council securities regulatory agency approval documents.
Article 94 Co., Ltd. was founded, the promoters have not paid in accordance with the provisions of the Articles of Association funded, should be back; other sponsors jointly and severally liable.
Co., Ltd. was founded, that as the establishment of company-funded non-monetary property, the actual value was significantly lower than the amount of the Articles of Association of the pricing, it should be funded by a delivery that make up the difference promoter; other sponsors jointly and severally liable.
Article 95 The Corporation shall bear the following responsibilities of the sponsor:
(I) can not be established, the act of setting up the debt and expenses incurred jointly and severally liable;
(B) the company can not set up, for the subscribers of the monies already paid, the negative return of monies plus bank deposit interest rates over the same period of joint and several liability;
(C) the process of establishing the company, due to the fault of the promoters of the company's interests are jeopardized, it shall bear the liability of the company.
Article 96 limited liability company is changed into a joint stock, the equivalent of the paid-up share capital shall not exceed the total net assets. Co., Ltd. changed Co., Ltd., for the public offering of shares to increase capital, it should be according to law.
Article 97 Corporation should the company articles of association, register of shareholders, corporate bonds stubs, shareholders meetings, board meetings, board of supervisors meeting, provision of financial and accounting reports of the Company.
Article 98 The shareholders' right of access to the articles of association, register of shareholders, corporate bonds stubs, shareholders meetings, board meetings resolutions, resolutions of the board of supervisors meeting, financial reports, make recommendations on the company's operations or question.
Section general meeting of shareholders
Article 99 Inc. shareholders' meeting by all shareholders. General meeting of shareholders is the company's authority to exercise powers in accordance with this Law.
Article 100 of the first paragraph of Article 38 of this Act on limited liability company powers of shareholders shall apply to Limited shareholders.
Article 101 of the general meeting of shareholders will be one annual meeting. One of the following circumstances shall be held within two months, the EGM:
(A) the number of directors less than the number of provisions of this Law or the articles of association of the two thirds of a quorum;
(B) the company does not compensate for the loss of one third of the total paid up share capital;
(C) alone or together hold more than 10% shareholders request;
(D) the Board considers necessary;
(E) when proposed the convening of the board of supervisors;
(F) other circumstances stipulated in the articles.
Article 102 of the shareholders meeting convened by the Board, Chairman presided; chairman of the board is unable to act or fails to perform duties, chaired by the Vice Chairman; Vice Chairman is unable to act or fails to perform duties, jointly recommended by the directors of more than half a directors chair.
The Board is unable to perform or not perform duties convened meeting of shareholders, the Supervisory Board shall promptly convene and preside over; Board of Supervisors convened and chaired by non-consecutive ninety days or more separate or together hold more than 10% shareholders can convene and preside over their own.
Article 103 of the general meeting of shareholders meeting, the meeting should be held in time, place and matters under consideration at the meeting on the 20th to inform all shareholders; EGM shall be notified at the meeting on the 15th of each shareholder; issuance of bearer shares should be announced at the meeting on the 30th meeting of the time, place and issues considered.
Alone or together hold more than three per cent of shareholders, shareholders can be held in ten days and a written proposal to submit an interim board of directors; the Board shall receive notice within two days after the proposal of other shareholders, and the temporary proposal submitted to the shareholders the General Assembly. The contents of the proposal should be part of the temporary shareholder meeting terms of reference and a clear and specific resolutions of issues.
General meeting of shareholders shall notify the former two items not listed in a resolution.
Holders of bearer shares to attend the meeting of shareholders shall be held at the meeting five days before adjournment to shareholders when the shares deposited with the company.
104 shareholders attending the shareholders meeting, held by each share has one vote. However, the company holds no voting shares of the Company.
Shareholders' meeting passed a resolution must be approved by the shareholders attending the meeting passed by a majority of voting rights held. However, the general meeting of shareholders to amend the Articles of Association, increase or decrease the registered capital of the resolution, as well as merger, division, dissolution or change of corporate form of the resolution must be approved by the shareholders attending the meeting for more than two-thirds of the voting rights held by.
Article 105 of this Law and the Articles of Association require the company transfer, the transferee or external guarantees of major assets such matters must be made by resolution of the general meeting of shareholders, the Board shall promptly convene shareholders meetings, by the general meeting of shareholders to vote on these matters.
Article 106 shareholders elect directors, supervisors, in accordance with the provisions of the articles of association or shareholders' meeting resolution, adopt a cumulative voting system.
Act referred to cumulative voting, shareholders' meeting is the election of directors or supervisors, each share has to be elected directors or supervisors with the same number of voting rights, shareholders have the right to vote can concentrate use.
Article 107 of the general meeting of shareholders may appoint an agent to attend the meeting, the agent shall submit to the shareholders of the company power of attorney, and within their authority to exercise voting rights.
Article 108 of the proposed shareholders' meeting shall decide the matter made of meetings, presenters, directors attending the meeting should sign the record of the meeting. Meeting should register with the signatures of the shareholders present at the power of attorney and agent are saved.
Section Board of Directors, managers
Article 109 of the Corporation board of directors, whose members are five to nine persons.
Board members are representatives of the employees can. Staff representatives in the board of directors by the company employees through the workers' congress, the TUC or other forms of democratic elections.
Article 46 of this Act on limited liability company director's term of office shall apply to Company Limited.
Article 47 of this Act on limited liability company the powers of the board of directors for Board of Directors.
Article 110 The board of directors, chairman of one person, can be deputy chairman. Chairman and vice chairman by the board of directors with a majority of all elected.
Chairman convene and preside over board meetings, checking the implementation of resolutions of the Board. Vice chairman of the board to assist the work, chairman of the board is unable to act or fails to perform duties, the Vice Chairman to perform duties; Vice Chairman is unable to act or fails to perform duties, jointly recommended by half or more directors to perform duties of a director.
Article 111 of the Board of Directors meet at least twice each year, each meeting should be held on the 10th at the meeting to inform all directors and supervisors.
On behalf of more than one-tenth of the voting rights of shareholders, more than one-third of the directors or board of supervisors, may propose to convene an interim meeting. Chairman of the board shall, within ten days after receiving the proposal to convene and preside over board meetings.
The Board held a provisional meeting may be convened by the board of directors to inform the other way and notice period.
Article 112 of the Board meetings should be held more than half of the directors present. Board of Directors passed a resolution must be approved by a majority of all directors.
Board vote on the resolution, the implementation of one man one vote.
Article 113 The board of directors meeting, attended by the director himself; director unable to attend, in writing delegate to attend on behalf of other directors, the power of attorney shall contain the mandate.
Board meetings should be made of matters discussed at meetings of the decision, the directors present at the meeting should sign the record of the meeting.
The directors shall be responsible for the resolutions of the board of directors. Resolution of the board violated the law, administrative regulations or the articles of association, shareholders' meeting resolution, resulting in serious losses to the company, involved in the resolution of the directors of the company liable. But the vote had proved that objection and recorded in the minutes, the director can be exempted from liability.
Article 114 joint stock limited company manager, appointed or dismissed by the board of directors decided.
Article 50 powers on the manager's limited liability company shall apply Inc. manager.
Article 115 The board decided that board members can serve as manager.
Article 116 shall not directly or through a subsidiary company to the directors, supervisors and senior management to provide loans.
Article 117 should be regularly disclosed to shareholders the company directors, supervisors and senior management remuneration from the company's situation.
IV Board of Supervisors
Article 118 of the Corporation board of supervisors, not less than three of its members.
Representatives of shareholders and board of supervisors shall include an appropriate proportion of representatives of the employees, of which the proportion of workers' representatives shall not be less than one-third, the specific proportion of the articles of association. Board of Supervisors on behalf of workers by the company employees through the workers' congress, the TUC or other forms of democratic elections.
Board of Supervisors have a Chairperson, Vice-Chairman can be set. The chairman and vice chairman elected by a majority of all supervisors. Chairman of the Supervisory Board of Supervisors convened and presided over the meeting; chairman is unable to act or fails to perform duties, convened and chaired by the Vice Chairman Board of Supervisors meetings; Vice Chairman is unable to act or fails to perform duties, jointly recommended by half or more supervisors and a supervisor call chaired the board of supervisors meeting.
Directors, senior management may not act as supervisors.
Article 53 of this Law, a limited liability company supervisors on the term of office shall apply to Limited supervisors.
Article 119 of this Law Article 54, Article 55 limited liability company on the powers of the supervisory board, board of supervisors for Corporation.
Board of Supervisors to exercise powers necessary expenses borne by the company.
Article 120 of the Board of Supervisors at least once every six months. Supervisors may propose the convening of the temporary board of supervisors meeting.
Board of Supervisors of the rules of procedure and voting procedures, in addition to the provisions of this Law, the charter by the company.
Supervisory Board resolutions shall be passed by more than half of supervisors.
Board of Supervisors on matters discussed should be made of the decision meeting, attended by supervisors should sign the record of the meeting.
Section V listed company organization special provisions
Article 121 of the Act referred to listed companies, its stock is traded on the stock of the corporation.
Article 122 listed companies in one year purchase, sale of substantial assets or guarantees the amount of more than 30% of the total assets of the company, should be a resolution by the shareholders and the shareholders attending the meeting by two-thirds of the voting rights held above through.
Article 123 independent directors of listed companies to set up specific measures by the State Council.
Article 124 Secretary of board of directors of listed companies, shareholders and the company responsible for the preparatory meeting of the Board, file storage and information management company's shareholders, for information disclosure and other matters.
Article 125 listed company directors and board meeting resolutions of the associated enterprises involved in the relationship, the resolution shall not exercise voting rights, nor the other directors to exercise proxy voting rights. The Board of Directors meeting by a majority of non-affiliated directors may be held at the Board meeting shall be made by resolution passed by a majority non-affiliated directors. Attend board of directors is less than three directors association, and should refer the matter to shareholders of listed companies for its consideration.
Chapter Inc. of the shares issue and transfer of
Section of share issue
Article 126 Capital Inc. is divided into shares, each share of equal value.
Shares take the form of stock. Stock is the company that issued the certificate of shares held by shareholders.
Article 127 The issue of shares, the implementation of fair and impartial manner, with each type of shares should have equal rights.
With the offering of the same type of stock, the conditions of issue and the price per share should be the same; any unit or individual of shares, should pay the same price per share amount.
Article 128 issue price of the stock at par value can also be more than face value, but not less than par value.
Article 129 shares in paper form or the securities regulatory authority under the State Council and other forms.
Stock shall set forth the following key issues:
(A) company name;
(B) the date of its establishment;
(C) Type of shares, par value and number of shares represented;
(D) the stock number.
Signed by the legal representative of the stock, the company seal.
Sponsor's stock, the stock should be marked with the word sponsor.
Article 130 The Company issued shares for registered shares, bearer shares can also.
Company to sponsor, corporate shares issued, should be registered shares, and shall record the sponsor, the name or corporate name, not a separate anonymous user name or the representative of the name.
Article 131 companies to issue bearer shares, shall prepare a register of shareholders, the following information:
(A) the shareholder's name or the name and residence;
(B) the number of shares held by each shareholder;
(C) the number of shares held by each shareholder;
(D) the date of the shareholders to obtain shares.
Issuance of bearer shares, the company should record the number of shares, number and issue date.
Article 132 of the State Council issued the company can be outside the provisions of this Law, other types of shares otherwise provided for.
Article 133 of the Corporation set up, namely the formal delivery of shareholder equity. Before the establishment of the company shall deliver to shareholders stock.
Article 134 companies to issue new shares, shareholders should be made to the following resolutions:
(A) the type and amount of shares;
(B) the IPO price;
(C) beginning and ending date of the IPO;
(D) issue new shares to existing shareholders, the type and amount.
Article 135 companies by the State Council securities regulatory authority public offering, the IPO prospectus to be announced and financial accounting reports, and create subscription forms.
Article 88 of this Law, Article 89 shall apply to the company's public offering.
Article 136 companies to issue new shares, according to company operations and financial condition to determine its pricing scheme.
One hundred and thirty seventh issue of new shares fully subscribed shares of company money, you must change the company registration authority for registration, and announcements.
Section II transfer of shares
One hundred and thirty eighth The shareholders holding shares may be transferred.
One hundred and thirty ninth The shareholders transfer their shares shall be established by law or stock exchange for the provisions of the State Council and other ways.
Article 140 bearer shares, the shareholder's endorsement or laws and administrative regulations of the other way; transfer to the transferee by the company after the name and domicile recorded in the register of shareholders.
Twenty days before the convening of general meeting of shareholders or the company decided the day before the distribution of dividends within five days, the shareholders of the preceding paragraph shall not register the change of registration. However, the law changes in the register of shareholders of listed companies registered as otherwise provided, shall apply.
Article 141 The transfer of bearer shares, by the shareholders after the shares delivered to the assignee of the effect of an assignment.
Article 142 of the shares held by promoters, since the establishment of the company shall not be transferred within one year. Public offering of shares before the company issued shares from the company's shares on the stock exchange within one year from the date of the transaction may not be transferred.
Directors, supervisors and senior managers should report to the company's shares held by the Company and their changes in the transfer of the shares each year during his tenure shall not exceed the total number of shares of the Company held by 25%; held by the shares of the Company's stock traded within one year from the date may not be transferred. Within six months after leaving the staff shall not transfer shares held by the Company. Articles of Association can be directors, supervisors, senior management transfer of its shares held by the Company to other restrictions.
Article 143 The company shall not purchase shares of the Company. However, except for one of the following circumstances:
(A) reduce the company's registered capital;
(B) with the holders of shares of other companies combined;
(C) the share awards to employees of the Company;
(D) because of the general meeting of shareholders to the merger, division dissent resolution, require the company to acquire its shares.
Company because of the preceding paragraph (a) to (c) the reasons for the acquisition of shares of the Company, shall be general meeting of shareholders resolution. Company in accordance with the preceding paragraph, after the acquisition of shares of the Company, are (a) of the case, it shall within ten days from the date of acquisition write-off; are in (b), (d) of the case, it should be in six months within the transfer or cancellation.
Company in accordance with paragraph (c) provides that the acquisition of the shares of the Company, the Company shall not exceed five percent of the total issued shares; funds should be used for the acquisition of the company's after-tax profits from the spending; the shares acquired should be transferred to employees within one year.
Company not to take the company's stock as a pledge of the subject.
Article 144 bearer shares stolen, lost or destroyed, the shareholders in accordance with the "PRC Civil Procedure Law" under the publicity Urgency procedure, request the court to declare the stock lapse. People's Court declared invalid the stock, the shareholder can apply for a replacement to the company's stock.
Article 145 shares of listed companies, in accordance with relevant laws, administrative regulations and rules listed on Stock Exchange trading.
Article 146 listed companies must follow the laws and administrative regulations, to disclose their financial status, operating conditions and significant litigation, in each fiscal year financial reports published twice a year.
Chapter directors, supervisors and senior management personnel qualifications and duties
One hundred and forty seventh of the following circumstances, shall not be the company's directors, supervisors and senior management:
(A) no civil capacity or with limited capacity for civil conduct;
(B) due to corruption, bribery, and appropriation of property, misappropriation of property or destruction of the socialist market economic order, was sentenced to the penalty, not exceeding the expiration of five years, or deprivation of political rights for crime, not exceeding the expiration of five years;
(C) as the liquidation of the company, corporate directors or director, manager, the company, corporate bankruptcy personally liable, since the company, bankruptcy liquidation not exceeding three years from the date of completion;
(D) as a business license revoked for violating the law, ordered the closure of the company, enterprise's legal representative, and bear personal responsibility, since the company's enterprise business license is revoked from the date not exceeding three years;
(E) Personal relatively large amount of debt outstanding due.
Company violates the provisions of the preceding election, appoint the directors, supervisors or senior management appointment, the election, appointed or employed invalid.
Directors, supervisors and senior management personnel in office during the circumstances listed in the first paragraph, the company should be relieved of their functions.
One hundred and forty eighth of directors, supervisors and senior management personnel shall abide by laws, administrative regulations and articles of association, the company bears the duty of loyalty and diligence obligations.
Directors, supervisors and senior management personnel shall not accept bribes or other use of illegal income, not occupation of the company's property.
One hundred and forty ninth of directors, senior management following acts are prohibited:
(A) misappropriation of company funds;
(B) the company funds to his own name or other personal account opened in the name storage;
(C) violation of the provisions of the Articles of Association, without the shareholders' meeting, shareholders or the Board agreed that the company funds to lend to others or to property of the company provide security for others;
(D) violate the articles of association or without shareholders' meeting, shareholders agreed with the Company entered into a contract or transaction;
(E) without the consent of shareholders or shareholders' meetings, use of office facilities for themselves or others belonging to the company to seek business opportunities, self-employed or working for others with the company operating a similar business;
(F) acceptance of others, dealing with a company's commission into his own;
(G) unauthorized disclosure of company secrets;
(H) breach of duty of loyalty to the company's other activities.
Directors, senior management personnel who violate the provisions of the preceding paragraph shall be the income of the Company.
Article 150 directors, supervisors and senior management personnel perform their duties in violation of laws, administrative regulations or the articles of association, the loss caused to the company, shall be liable for damages.
Article 151 shareholders or shareholders 'meeting requires the directors, supervisors and senior managers attending the meeting, the directors, supervisors and senior managers should attend and accept the shareholders' questions.
Directors, senior management should be truthful to the board of supervisors or the supervisor of the supervisor of a limited liability company to provide relevant information and data, without prejudice to the exercise of authority of supervisors, or supervisors.
Article 152 directors, senior management of this Law, the provisions of Article 150 of the case, the limited liability company's shareholders, Inc. consecutive 180 days alone or together hold more than one per cent shareholders, board of supervisors may request in writing or not the supervisor of the limited liability company's supervisors to the people's courts; supervisors are provisions in Article 150 of this Law, the case of the aforementioned shareholders or the board of directors may request in writing a limited no board executive director of the company's responsibility to the people's court.
Board of Supervisors, not the supervisor of the supervisor of a limited liability company, or the board of directors, executive directors received a written request to the preceding paragraph, after the shareholders refused to sue, or from the date of receipt of the request did not sue within thirty days, or an emergency, proceedings will not immediately benefit the company irreparable harm, the preceding paragraph to the company's shareholders are entitled to interest on their own behalf directly to the people's court proceedings.
Infringement of the legitimate rights and interests of the company, the loss caused to the company, the shareholders of the first paragraph of this Article in accordance with the provisions of the preceding two to the people's court proceedings.
Article 153 directors, senior management violates laws, administrative regulations or the articles of association, harm the interests of shareholders, shareholders can sue the people's court.
Chapter VII of the corporate bond
Article 154 of the Act referred to corporate bonds, means that the company issued in accordance with legal procedures, agreed in a certain period of debt securities.
Companies to issue corporate bonds shall meet the "Securities Law" under the conditions of issue.
Article 155 applications for issuance of corporate bonds approved by the State Council authorized department shall, after notice of corporate bonds to raise way.
Measures of corporate bonds to raise key issues that should contain the following:
(A) company name;
(B) the use of bonds to raise funds;
(C) the total amount of bonds and bonds of face value;
(D) the method for determining the interest rate bonds;
(E) debt service terms and methods;
(Vi) bond guarantees;
(G) the issue price of bonds, issued by the beginning and ending dates;
(H) net assets;
(IX) has been issued yet due to the total corporate bonds;
(J) the underwriters of corporate bonds.
Article 156 in-kind securities issued at the company's bonds, must be stated on the company name in the bond, the bond face value, interest rate, repayment period and other matters, signed by the legal representative of the company seal.
One hundred and fifty seventh of company bonds, bearer bonds can also be the bearer bonds.
One hundred and fifty eighth of company to issue corporate bonds corporate bond counterfoil book should be provisioned.
Issue bearer bonds, corporate bonds counterfoil book should record the following items:
(A) the name and bondholders of the residence;
(B) the date of the bondholders to obtain bonds and bond number;
(C) the total amount of bonds, par value bonds, interest rate, debt service terms and methods;
(D) the date of the issuance of bonds.
Issuance of bearer bonds, corporate bond counterfoil book should be stated on the bond amount, interest rate, repayment period and manner, release dates and bond number.
第一 159 bearer bonds registered clearing agency shall establish a bond registration, custody, payment of interest, payment and other related systems.
Article 160 of the bonds can be transferred, the transfer price agreed by the assignor and the assignee.
Corporate bonds traded on the stock exchange, stock trading rules in accordance with the transfer.
Article 161 bearer bonds, the bondholder's endorsement or the laws and administrative regulations of the other way; transfer to the transferee by the company after the name and domicile recorded in the corporate bond counterfoil book.
The transfer of bearer bonds, the bonds by the bondholder happened to the transferee after the transfer effect.
Article 162 resolution general meeting of shareholders of listed companies can issue corporate bonds convertible into shares and corporate bonds to raise the conversion method set forth in specific ways. Listed companies to issue corporate bonds convertible into shares, should be reported to the State Council securities regulatory authority.
Issuance of corporate bonds convertible into shares, bonds should be marked on the words of convertible bonds and corporate bond counterfoil book in stated amount of convertible bonds.
Article 163 of the issuance of corporate bonds convertible into shares of the company shall renew their stock swaps to bondholders, but the bondholders do not convert the converted shares or stock the right to choose.
Chapter VIII of the company's financial, accounting
Article 164 shall be in accordance with company laws, administrative regulations and the provisions of the State Council financial departments to establish the company's financial and accounting system.
Article 165 companies should be the end of each fiscal year, prepare financial accounting reports, and law audited by accounting firms.
Financial report should be in accordance with laws, administrative regulations and the provisions of the State Council made the financial sector.
Article 166 limited liability company articles of association shall be the period specified in accordance with the financial accounting reports sent to shareholders.
Corporation's financial and accounting reports shall be the annual meeting of shareholders held 20 days before the provisioning of the Company for shareholders inspection; public offering of shares of the corporation must publish their financial reports.
One hundred and sixty seventh year after-tax distribution of company profits, the profit of ten percent should be extracted in the Company's statutory surplus. Total amount of the statutory fund company registered capital of more than 50 percent, can no longer be extracted.
Company's statutory fund are insufficient to cover losses in previous years, in accordance with the preceding paragraph before the statutory fund should be used to make up for loss of profits that year.
Companies from the after-tax profits to the statutory fund, the shareholders 'meeting or shareholders' meeting resolution, can also be extracted from the after-tax profit of any fund.
Make up the losses and the withdrawal of the fund's after tax profit of more than a limited liability company in accordance with the provisions of Article 35 of this law distribution; Co., Ltd. shares held by shareholders in proportion, but the Corporation is not pro rata charter except distribution.
Shareholders, shareholders or the board of directors violated the preceding paragraph, in the company's statutory fund to make up for losses and before distribution of profits to shareholders, shareholders must be returned in violation of regulations the company's profit distribution.
Shares held by the Company shall distribute profits.
1 Article 168 Corporation in excess of par value of the stock issue price of shares of the proceeds of the premium money and financial department under the State Council, other income included in the capital fund, should be listed as the company's capital fund.
One hundred and sixty ninth of company's fund to cover the company's losses, expand the Company's business or to increase the company's capital. However, the fund may not be used to offset capital losses.
The statutory fund into capital, the fund retained the former company shall not increase by transferring the registered capital of less than 25%.
Article 170 companies hire, dismiss the contractor's accounting firm auditing the company, in accordance with the provisions of the Articles of Association, by the shareholders, general meeting of shareholders or the Board.
Company shareholders, general meeting of shareholders or the board of directors vote on the dismissal of Certified Public Accountants, the accounting firm should be allowed to present their views.
Article 171 of the company should hire accounting firms to provide true and complete accounting documents, accounting books, financial reports and other accounting information, shall not refuse, conceal, falsify.
Article 172 companies in addition to statutory account books, shall not separate accounting books.
The company's assets in any individual store accounts opened in the name.
Chapter merger, division, capital increase, capital reduction
Article 173 merger can take the new merger or consolidation.
A company is merged with other companies to absorb, absorbed company is dissolved. Two or more companies merge to establish a new company for the new merger, the merging parties dissolved.
Article 174 merger, the merging parties should be signed by the merger agreement and prepare a balance sheet and inventory. The company shall from the date of the merger resolution within ten days notify the creditors, and thirty days notice in the newspaper. Creditors receiving the notice within 30 days, not received the notice from the date of the announcement 45 days, may require the company to repay the debts or provide corresponding guarantees.
Article 175 merger, the merging parties claims, debts, should the surviving company after the merger or the new company inherited.
Article 176 company division, the division of their property accordingly.
Company division, shall prepare a balance sheet and inventory. Company shall make a separate resolution within ten days from the date of notification of creditors, and in thirty days notice in the newspaper.
One hundred and seventy seventh before the separation of company's debt by the company after the division of jointly and severally liable. However, in the separation of debt with creditors before the written agreement unless otherwise agreed.
One hundred and seventy eighth need to reduce the registered capital of company, it must prepare a balance sheet and inventory.
Company shall make a resolution to reduce the registered capital within ten days from the date of notification of creditors, and in thirty days notice in the newspaper. Creditors receiving the notice within 30 days, not received the notice from the date of the announcement 45 days, the right to require the company to repay the debts or provide corresponding guarantees.
Company registered capital after the capital reduction of not less than the statutory minimum.
1 Article 179 limited liability company to increase its registered capital, shareholders' subscription of new capital investment, a limited liability company in accordance with this Law, the relevant provisions of capital contributions.
Inc. to increase the registered capital when issuing new shares, shareholders subscribe for new shares, in accordance with this Law, Inc. to pay monies to establish the relevant provisions.
Article 180 merger or division, registration of items is changed, the company registration authority shall register the change; company is dissolved, the company shall apply for cancellation of registration; a new company, it shall apply for company registration.
Companies to increase or decrease of registered capital, the company registration authority shall register the change.
Chapter's dissolution and liquidation
Article 181 the dissolution of the company for the following reasons:
(A) the corporate charter business deadline stipulated in the articles or other dissolution occurs;
(B) the shareholders 'meeting or shareholders' meeting decides to dissolve;
(C) the need to dissolve the merger or division;
(D) revoke the business license according to law, ordered to shut down or been revoked;
(E) the people's court in accordance with this Law, the provisions of Article 183 shall be dissolved.
Article 182 companies section of this Law Article 181 (a) situation, you can modify the articles of incorporation and survival.
Amend the Articles of Association in accordance with the preceding paragraph, subject to limited liability company holding more than two-thirds vote of the shareholders, Inc. subject to the shareholders attending the shareholders meeting for more than two-thirds of the voting rights held by.
Article 183 management of serious difficulties in the company, shareholders will continue to exist, subject to significant losses, can not be solved by other means, all shareholders holding more than 10% of shareholder voting rights, may request the court to dissolve the company .
Article 184 Company Law Article 181 because of paragraph (a), paragraph (b), paragraph (d), (e) provides that the dissolution should occur in the dissolution of set up within fifteen days from the date of the liquidation group to begin liquidation. Limited liability company formed by the shareholders of the liquidation, the liquidation group by the Corporation's directors or general meeting of shareholders to determine the composition. Fails to establish a liquidation group, the creditor may apply to court to specify the composition of a liquidation group. People's court shall accept the application, and promptly organize a liquidation group.
Article 185 The liquidation group in liquidation during the exercise the following powers:
(A) the clean-up property of the company, namely the preparation of balance sheet and inventory;
(B) notice, notice of creditors;
(C) the liquidation of the company to deal with unfinished business;
(D) to pay off taxes owed and taxes generated in the process of liquidation;
(E) clean-up claims and debts;
(F) deal with the company's remaining assets after the debt;
(G) on behalf of the company involved in civil activities.
Article 186 The liquidation group shall within ten days from the date of the establishment, notify the creditors, and within sixty days notice in the newspaper. Creditors shall receive notice within thirty days from the date, not received the notice from the date of the announcement 45 days, the liquidation group to declare their claims.
Creditors to file claims, claims related matters should explain and provide evidence. The liquidation group shall register the claims.
During the reporting creditor, creditors, the liquidation group shall not be settled.
Article 187 The liquidation group clean-up company property, the preparation of balance sheet and inventory, shall formulate a liquidation plan, and report to shareholders, shareholders or the Court has confirmed.
Company's property in payment and settlement costs, respectively, staff wages, social insurance and statutory compensation, payment of taxes owed, the debt settlement company remaining after the property, limited liability company invested by the shareholders in proportion, Inc. shareholders held in accordance with the proportion of shares allocated.
During liquidation, the company continues to exist, but not to carry out business activities unrelated to the liquidation. Company's property in accordance with the preceding paragraph is not settled, it shall not be allocated to shareholders.
Article 188 The liquidation group clean-up company property, prepare a balance sheet and property list, and found the property is insufficient to repay the debts, shall declare to the people's court for bankruptcy.
The People's Court ruled that the company declared bankruptcy, the liquidation group shall be transferred to the People's Court liquidation affairs.
Article 189 after the company's liquidation, the liquidation group shall prepare a liquidation report, the shareholders' meeting, shareholders or the Court has confirmed, and submitted to company registration authority to apply for cancellation of company registration, the company announced the termination.
Article 190 should be dedicated members of the liquidation group, carry out its settlement obligations.
Liquidation committee shall not accept bribes or other use of illegal income, not occupation of company property.
Clearing team members who intentionally or gross negligence caused loss to the company or creditors, it shall bear the liability.
Article 191 of the company is declared bankrupt, according to the bankruptcy laws bankruptcy liquidation.
Chapter branches of foreign companies
Article 192 foreign companies mentioned in this Law refers to foreign law in accordance with company established outside China.
Article 193 foreign companies set up branches in China, the Chinese authorities must apply and submit their articles of association, the home country of company registration certificate and other relevant documents, after approval, the company registration authority to register according to law obtain a business license.
Branches of foreign companies for approval by the State Council separately.
Article 194 foreign companies set up branches in China must be Chinese territory designated for the branch representative or agent, and its allocation to the branch's business activities to be engaged in the funds.
Branches of foreign companies operating funds need to provide a minimum limit, by the State Council separately.