People's Republic of China Company Law

(Adopted at the fifth meeting of the Standing Committee of the Eighth National People's Congress on December 29, 1993

According to the 13th meeting of the Standing Committee of the Ninth National People's Congress on December 25, 1999

The first amendment to the decision to amend the "Company Law of the People's Republic of China" according to August 28, 2004

The 11th meeting of the Standing Committee of the Tenth National People's Congress on the revision of the "Republic of China

The Second Amendment to the Decision of the National Corporation Law, October 27, 2005, the Tenth National People's Congress

Revised by the Standing Committee at its Eighteenth Meeting)

table of Contents

Chapter 1 General

Chapter II Establishment and Organization of a Limited Liability Company

Section 1

Section II Organization

Section III Special Provisions for One-person Limited Liability Company

Section IV Special Provisions for State-owned Sole Proprietorship Companies

Chapter III Equity Transfer of a Limited Liability Company

Chapter IV Establishment and organization of a company limited by shares

Section 1

Section 2 Shareholders' Meeting

Section III Board of Directors, Manager

Section IV Board of Supervisors

Section V Special Provisions for the Organization of Listed Companies

Chapter V Issuance and Transfer of Shares of Joint Stock Companies

Section 1 Share Issuance Section 2 Share Transfer

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

Chapter VII Corporate Bonds

Chapter VIII Corporate Finance, Accounting

Chapter IX Merger, Separation, Capital Increase, and Capital Reduction

Chapter X Company Dissolution and Liquidation

Chapter XI Branches of Foreign Companies

Chapter 12 Legal Liability

Chapter XIII Supplementary Provisions

Chapter 1 General

Article 1 In order to regulate the organization and behavior of the company and protect the legitimate rights and interests of the company, shareholders and creditors,

This Law is enacted by maintaining social and economic order and promoting the development of the socialist market economy.

Article 2 The term "company" as used in this Law means a limited liability company and shares established in China in accordance with this Law.

Co., Ltd.

Article 3 The company is an enterprise legal person, has independent legal person property, and enjoys the legal person's property rights. Company with its

All property is responsible for the company's debt.

The shareholder of a limited liability company shall be liable to the company for the amount of the capital contribution it has subscribed to;

The shareholders are responsible for the company to the extent of their subscribed shares.

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

Article 5 A company engaged in business activities must abide by laws and administrative regulations and abide by social ethics and business.

Industry ethics, honesty and trustworthiness, accept the supervision of the government and the public, and assume social responsibility.

The company’s legal rights are protected by law and are not infringed.

Article 6 The establishment of a company shall apply to the company registration authority for registration of establishment. In accordance with the provisions of this law

The conditions for the establishment of the company shall be registered as limited liability companies or joint stock limited companies by the company registration authority; those that do not meet the conditions for establishment under this Law shall not be registered as limited liability companies or joint stock limited companies.

Where the laws and administrative regulations stipulate that the establishment of a company must be approved, it shall be handled in accordance with the law before the company is registered.

Approval procedures.

The public may apply to the company registration authority for inquiries about company registration matters, and the company registration authority shall provide inspection.

Inquiry service.

Article 7 A company established according to law shall be issued a business license by the company registration authority. Company business

The date of issue is the date of establishment of the company.

The company's business license shall state the company's name, domicile, registered capital, paid-in capital, business scope,

The name of the legal representative and other matters.

If the matters recorded in the company's business license are changed, the company shall handle the change registration according to law.

The registration authority renewed the business license.

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

Secretary or company name.

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

Company letter.

Article 9 When a limited liability company is changed into a joint stock limited company, it shall meet the limited shares of the law.

Company's conditions. The change of a company limited by shares into a limited liability company shall meet the limited liability as stipulated in this Law.

Company's conditions.

The limited liability company is changed to a joint stock limited company, or the joint stock limited company is changed to a limited liability public

Division, the creditor's rights and debts before the company's change are inherited by the changed company.

Article 10 The company is the residence of its main office.

Article 11 The establishment of a company must establish a company charter in accordance with the law. Articles of Association for companies, shareholders, directors,

Supervisors and senior management personnel are binding.

Article 12 The business scope of the company shall be stipulated by the company's articles of association and registered in accordance with the law. The company can modify the public

The company's charter changes the scope of business, but should apply for change registration. Items of the company's business scope that are subject to approval by laws and administrative regulations shall be subject to law.

Approved.

Article 13 The legal representative of the company shall be the chairman or executive director or

The manager serves and is registered according to law. If the legal representative of the company changes, it shall apply for change registration.

Article 14 A company may establish a branch. When setting up a branch, you should apply to the company registration authority

Remember to receive a business license. The branch does not have legal personality and its civil liability is borne by the company.

The company may establish a subsidiary company, which has legal personality and independently bears civil liability according to law.

Article 15 A company may invest in other enterprises; however, it may not become a

A contributor who is jointly and severally liable for the debts of the invested company.

Article 16 The company invests in other enterprises or provides guarantees for others, in accordance with the provisions of the company's articles of association,

Resolution by the board of directors or shareholders' meeting or general meeting of shareholders; the total amount of investment or guarantee and the single investment of the company's articles of association

If the amount of capital or guarantee is limited, it shall not exceed the prescribed limit.

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

Negotiation.

Shareholders stipulated in the preceding paragraph or shareholders subject to the actual controllers prescribed in the preceding paragraph shall not participate in the preceding paragraph.

Voting on matters. 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, and participate in

Social insurance, strengthen labor protection, and achieve safe production.

The company should adopt various forms to strengthen the vocational education and job training of the company's employees, and improve the staff.

quality.

Article 18 The employees of the company shall organize trade unions according to the Trade Union Law of the People's Republic of China

Move and protect the legitimate rights and interests of employees. The company shall provide the necessary conditions for the activities of the company's trade unions. Company union

Representing employees on matters such as labor remuneration, working hours, welfare, insurance, and labor safety and health

Sign a collective contract with the company.

In accordance with the provisions of the Constitution and relevant laws, the company implements democratic management through the workers' congress or other forms.

When the company studies the major issues of restructuring and management, and formulates important rules and regulations, it should

Hear the opinions of the company's trade unions and listen to the opinions and suggestions of the employees through the workers' congress or other forms.

Article 19 In the company, according to the provisions of the Constitution of the Communist Party of China, the organization of the Communist Party of China is established.

Carry out party activities. The company shall provide the necessary conditions for the activities of the party organization.

Article 20 Shareholders of a company shall abide by laws, administrative regulations and the company's articles of association, and exercise shareholder rights according to law.

Profit, must not abuse the rights of shareholders to harm the interests of the company or other shareholders; must not abuse the company legal person independently

The limited liability of the position and shareholders damages the interests of the company’s creditors.

If a company shareholder abuses shareholder rights to cause losses to the company or other shareholders, it shall be compensated according to law.

responsibility.

The shareholders of the company abused the independent status of the company legal person and the limited liability of the shareholders, evading the debt and seriously damaging the company.

Where the interests of creditors are concerned, they shall bear joint and several liability for the company’s debts.

Article 21 The controlling shareholder, actual controller, directors, supervisors and senior management personnel of the company shall not

It is necessary to use its associated relationship to damage 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 resolutions of the shareholders' meeting or the general meeting of shareholders or the board of directors violate the law and administration.

The regulations are invalid.

The meeting procedure of the shareholders' meeting or the general meeting of shareholders, the board of directors, and the voting method violate the law and administrative law.

If the regulations or the company's articles of association, or the content of the resolution violates the company's articles of association, the shareholders may start from the date of the resolution.

Within ten days, the people's court is requested to withdraw.

Where a shareholder files a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, request the shareholder to provide

The corresponding guarantee.

If the company has handled the change registration according to the shareholders' meeting or the shareholders' meeting or the resolution of the board of directors, the people's court announced

After the resolution is invalidated or the resolution is revoked, the company shall apply to the company registration authority for cancellation of the change registration. Chapter II Establishment and Organization of a Limited Liability Company

Section 1

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

(1) The shareholders meet the quorum;

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

(3) Shareholders jointly formulate the company's articles of association;

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

(5) There is a company residence.

Article 24 A limited liability company shall be established by the investment of less than 50 shareholders.

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

(1) company name and address;

(2) The business scope of the company;

(3) The registered capital of the company;

(4) the name or name of the shareholder;

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

(6) The organization of the company and its methods of production, powers and rules of procedure;

(7) The legal representative of the company;

(8) Other matters that the shareholders meeting believes need to be prescribed.

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

Article 26 The registered capital of a limited liability company is the entire shareholder registered with the company registration authority.

The amount of capital contributed. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital.

It shall not be lower than the statutory minimum capital of registered capital, and the rest shall be paid by shareholders within two years from the date of establishment of the company.

Foot; among them, the investment company can pay in 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, such provisions shall prevail.

Article 27 Shareholders may contribute money in money, or may use physical objects, intellectual property rights or land use rights.

Non-monetary property that can be valued in currency and can be transferred according to law, but the law, administrative law

The regulations stipulate that it may not be used as capital contribution.

For non-monetary assets that are funded, the valuation should be assessed and the property verified, and the price should not be overvalued or undervalued.

Where laws and administrative regulations have provisions on the evaluation of prices, the provisions shall prevail.

The amount of money contributed by all shareholders shall not be less than 30% of the registered capital of the limited liability company.

Article 28 Shareholders shall pay their respective subscribed capital contributions as stipulated in the company's articles of association on time and in full.

amount. If a shareholder contributes money in a currency, it shall deposit the full amount of the money into the account opened by the limited liability company in the bank.

If a non-monetary property is invested, the transfer formalities of its property rights shall be handled in accordance with the law.

If the shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, it shall, in addition to paying the full amount to the company,

Shareholders who pay their contributions in full will bear the liability for breach of contract.

Article 29 After a shareholder has paid the capital contribution, it must be verified by a capital verification institution established according to law and a certificate issued.

Article 30 The initial capital contribution of a shareholder shall be designated by all shareholders after being verified by a capital verification institution established according to law.

The representative of the company or the agent jointly entrusted to the company registration authority to submit the company registration application, the company's articles of association,

Application for registration of documents such as capital verification certificates.

Article 31 After the establishment of a limited liability company, it is found that it is a non-monetary property funded by the establishment of the company.

If the actual price is significantly lower than the pricing of the company's articles of association, the shareholder who delivers the capital shall be compensated for the difference;

Other shareholders at the time of establishment of the company bear joint and several liability.

Article 32 After the establishment of a limited liability company, it shall sign a capital certificate to the shareholders.

The capital contribution certificate shall specify the following items:

(1) the name of the company;

(2) the date of establishment of the company;

(3) The registered capital of the company;

(4) The name or name of the shareholder, the amount of capital contributed and the date of contribution; (5) The number and date of issuance of the capital contribution certificate.

The certificate of investment is stamped by the company.

Article 33 A limited liability company shall prepare a register of shareholders and record the following items:

(1) the name or address of the shareholder and the domicile;

(2) The amount of capital contributed by the shareholders;

(3) The number of the capital contribution certificate.

Shareholders recorded in the register of shareholders may claim to exercise shareholder rights in accordance with the register of shareholders.

The company shall register the name and name of the shareholder and its capital contribution with the company registration authority;

If a change occurs, the change registration shall be handled. Those who have not registered or changed their registration shall not be opposed to a third party.

Article 34 Shareholders have the right to inspect and copy the company's articles of association, minutes of shareholders' meetings, and board meetings.

Resolutions, resolutions of the board of supervisors and financial accounting reports.

Shareholders can request access to the company's accounting books. If a shareholder requests to inspect the company’s accounting books, it shall

The Secretary submitted a written request stating the purpose. The company has a reasonable basis to believe that the shareholders have access to the accounting books for improper purposes.

If it may damage the company’s legitimate interests, it may refuse to provide access and shall submit a written request from the shareholders.

Within 15 days from the date of the reply, the shareholders are replied in writing and the reasons are stated. The company refuses to provide access, the shareholders can request

The people's court asked the company to provide access.

Article 35 Shareholders shall receive dividends according to the proportion of the paid contribution; when the company increases capital, the shareholders have

The right shall be paid in accordance with the paid contribution ratio. However, all shareholders agreed not to share according to the proportion of capital contribution

Except for dividends that are not paid in priority to the capital contribution ratio.

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

Section II Organization

Article 37 The shareholders' meeting of a limited liability company shall be composed of all shareholders. Shareholders' meeting is the company's power machine

To exercise 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) Electing and replacing directors and supervisors who are not represented by employee representatives, and deciding the relevant directors and supervisors

Remuneration matters;

(3) reviewing and approving the report of the board of directors;

(4) deliberating and approving the report of the board of supervisors or the supervisors;

(5) Reviewing and approving the company's annual financial budget plan and final settlement plan;

(6) Examine and approve the company's profit distribution plan and make up the loss plan;

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

(8) making a resolution on the issue of corporate bonds;

(9) making a resolution on the merger, division, dissolution, liquidation or change of the company's form;

(10) Amending the articles of association;

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

If the shareholders listed in the preceding paragraph agree in writing in writing, they may not convene a meeting of shareholders.

Make a decision directly and sign and seal the decision document by all shareholders.

Article 39 The first shareholders' meeting shall be convened and presided over by the shareholders who have contributed the most, in accordance with the provisions of this Law.

Exercise authority.

Article 40 The shareholders' meeting is divided into regular meetings and ad hoc meetings.

Regular meeting should