Company Law of the People's Republic of China

(Adopted at the fifth meeting of the Standing Committee of the Eighth National People's Congress on December 29, 1993, amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13th meeting of the Standing Committee of the Ninth National People's Congress on December 25, 1999, and amended at the 11th meeting of the Standing Committee of the Tenth National People's Congress on August 28, 2004) Decision on Amending the Company Law of the People's Republic of China (revised at the 18th meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005)
catalogue
Chapter I General Provisions
Chapter II Establishment and Organizational Structure of a Limited Liability Company
Section 1 Establishment
Section 2 Organizational Structure
Section 3 Special Provisions on One person Limited Liability Companies
Section 4 Special Provisions on Wholly State owned Companies
Chapter III Equity Transfer of a Limited Liability Company
Chapter IV Establishment and Organizational Structure of Joint Stock Limited Companies
Section 1 Establishment
Section II Shareholders' Meeting
Section 3 Board of Directors and Manager
Section 4 Board of Supervisors
Section 5 Special Provisions on the Organizational Structure of Listed Companies
Chapter V Issuance and Transfer of Shares of Joint Stock Limited Companies
Section 1 Issuance of Shares
Section 2 Share Transfer
Chapter VI Qualifications and Obligations of Directors, Supervisors and Senior Managers of the Company
Chapter VII Corporate Bonds
Chapter VIII Finance and Accounting of the Company
Chapter IX Merger, Division, Capital Increase and Capital Reduction of the Company
Chapter X Dissolution and Liquidation of the Company
Chapter XI Branches of Foreign Companies
Chapter XII Legal Liabilities
Chapter XIII Supplementary Provisions
Chapter I General Provisions
Article 1 This Law is formulated with a view to regulating the organization and conduct of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining social and economic order and promoting the development of the socialist market economy.
Article 2 The term "company" as used in this Law refers to a limited liability company or a joint stock limited company established within the territory of China in accordance with this Law.
Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights. The Company shall be liable for its debts with all its assets.
The shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contributions; The shareholders of a joint stock limited company shall be liable to the company to the extent of the shares they have subscribed for.
Article 4 The shareholders of the Company shall enjoy the rights of income from assets, participation in major decisions and selection of managers according to law.
Article 5 In conducting business activities, a company must abide by laws, administrative regulations, social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and bear social responsibilities.
The legitimate rights and interests of the Company shall be protected by law and shall not be infringed upon.
Article 6 To establish a company, an application for establishment registration shall be filed with the company registration authority according to law. Where the conditions for establishment prescribed in this Law are met, the company registration authority shall register the company as a limited liability company or a joint stock limited company respectively; Those who do not meet the conditions for establishment as prescribed in this Law shall not be registered as a limited liability company or a joint stock limited company.
Where the establishment of a company is subject to approval as required by laws and administrative regulations, the approval formalities shall be gone through according to law before the company is registered.
The public may apply to the company registration authority for inquiry of the company's registered items, and the company registration authority shall provide inquiry services.
Article 7 A company established according to law shall be issued a business license by the company registration authority. The date of issuance of the Company's business license shall be the date of establishment of the Company.
The company's business license shall specify the company's name, domicile, registered capital, paid in capital, business scope, name of the legal representative, etc.
If the items recorded in the company's business license are changed, the company shall go through the change registration according to law, and the company registration authority shall issue a new business license.
Article 8 A limited liability company established in accordance with this Law must include the words "limited liability company" or "limited company" in its name.
A joint stock limited company established in accordance with this Law must include the words "joint stock limited company" or "joint stock company" in its name.
Article 9 Where a limited liability company is changed into a joint stock limited company, it shall meet the requirements for a joint stock limited company as prescribed in this Law. When a joint stock limited company is changed into a limited liability company, it shall meet the requirements for a limited liability company as prescribed in this Law.
Where a limited liability company is changed into a joint stock limited company, or a joint stock limited company is changed into a limited liability company, the creditor's rights and debts of the company before the change shall be assumed by the company after the change.
Article 10 The domicile of a company shall be the place where its main office is located.
Article 11 To establish a company, the articles of association must be formulated according to law. The Articles of Association shall be binding on the Company, its shareholders, directors, supervisors and senior managers.
Article 12 The business scope of the Company shall be stipulated in the Articles of Association and registered according to law. A company may amend its articles of association and change its business scope, but it shall go through the formalities of change registration.
Items within the business scope of the Company that must be approved according to laws and administrative regulations shall be approved according to law.
Article 13 The legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the articles of association, and shall be registered according to law. If the company's legal representative changes, it shall go through the registration of change.
Article 14 The Company may establish branches. To establish a branch, an application for registration shall be filed with the company registration authority and a business license shall be obtained. A branch does not have the status of a legal person, and its civil liability shall be borne by the company.
The Company may establish subsidiaries, which have the status of legal persons and independently bear civil liabilities according to law.

Article 15 The Company may invest in other enterprises; However, unless otherwise provided for by law, it shall not become a contributor who is jointly and severally liable for the debts of the invested enterprise.
Article 16 Where a company invests in other enterprises or provides guarantee for others, it shall be decided by the board of directors or the shareholders' meeting or the shareholders' meeting in accordance with the provisions of the articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, they shall not exceed the prescribed limits.
Where a company provides guarantee for its shareholders or actual controllers, it must be decided by the shareholders' meeting or shareholders' general meeting.
The shareholders specified in the preceding paragraph or the shareholders controlled by the actual controllers specified in the preceding paragraph shall not participate in the voting on the matters specified in the preceding paragraph. The voting shall be adopted by more than half of the voting rights held by other shareholders present at the meeting.
Article 17 A company must protect the legitimate rights and interests of its employees, sign labor contracts with its employees according to law, participate in social insurance, strengthen labor protection, and achieve safe production.
The Company shall take various forms to strengthen the vocational education and on-the-job training of its employees and improve their quality.
Article 18 The employees of the Company shall organize trade unions in accordance with the Trade Union Law of the People's Republic of China, carry out trade union activities and safeguard the legitimate rights and interests of the employees. The Company shall provide the necessary conditions for the trade union of the Company. The trade union of the Company shall, on behalf of the employees, sign a collective contract with the Company on labor remuneration, working hours, welfare, insurance, labor safety and health and other matters.
The Company shall, in accordance with the Constitution and relevant laws, implement democratic management through the workers' congress or other forms.
When the company studies and decides on major issues in restructuring and operation, and formulates important rules and regulations, it shall listen to the opinions of the company's trade union, and listen to the opinions and suggestions of the employees through the workers' congress or other forms.
Article 19 In the company, according to the provisions of the Constitution of the CPC, an organization of the CPC shall be established to carry out Party activities. The Company shall provide necessary conditions for the activities of the Party organization.
Article 20 Shareholders of the Company shall abide by laws, administrative regulations and the Articles of Association, exercise their rights according to law, and shall not abuse their rights to damage the interests of the Company or other shareholders; The independent status of the company as a legal person and the limited liability of shareholders shall not be abused to damage the interests of the company's creditors.
Where a shareholder of the Company abuses his rights as a shareholder and causes losses to the Company or other shareholders, he shall be liable for compensation according to law.
Where a shareholder of a company abuses the independent status of the company as a legal person and the limited liability of the shareholder, evades debts and seriously damages the interests of the company's creditors, he shall bear joint and several liability for the company's debts.
Article 21 The controlling shareholders, actual controllers, directors, supervisors and senior managers of the Company shall not use their associated relationships to damage the interests of the Company.
Those who violate the provisions of the preceding paragraph and cause losses to the Company shall be liable for compensation.
Article 22 The resolutions of the shareholders' meeting, the shareholders' meeting or the board of directors of a company that violate laws and administrative regulations are invalid.
If the convening procedure and voting method of the shareholders' meeting, shareholders' meeting or board of directors' meeting violate laws, administrative regulations or the articles of association, or the content of the resolution violates the articles of association, the shareholders may, within 60 days from the date of making the resolution, request the people's court to revoke it.
If a shareholder brings a lawsuit in accordance with the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantees.
If the company has gone through the change registration according to the resolution of the shareholders' meeting, shareholders' meeting or board of directors, and the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the change registration.
Chapter II Establishment and Organizational Structure of a Limited Liability Company
Section 1 Establishment
Article 23 The establishment of a limited liability company shall meet the following conditions:
（1） The number of shareholders meets the quorum;
（2） The contribution of shareholders reaches the minimum amount of legal capital;
（3） The shareholders jointly formulate the Articles of Association;
（4） Having a company name and establishing an organization meeting the requirements of a limited liability company;
（5） The company has its domicile.
Article 24 A limited liability company shall be established by not more than 50 shareholders.
Article 25 The articles of association of a limited liability company shall set forth the following:
（1） Company name and domicile;
（2） Business scope of the Company;
（3） Registered capital of the Company;
（4） Names of shareholders;
（5） The form, amount and time of capital contribution of shareholders;
（6） The organization of the Company and its formation method, functions and powers, and rules of procedure;
（7） Legal representative of the Company;
（8） Other matters deemed necessary by the shareholders' meeting.
Shareholders shall sign and seal the Articles of Association.
Article 26 The registered capital of a limited liability company shall be the capital contributions subscribed by all shareholders registered with the company registration authority. The initial capital contribution of all shareholders of the Company shall not be less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, and the rest shall be paid by shareholders within two years from the date of establishment of the Company; The investment company can make full payment within five years.
The minimum registered capital of a limited liability company shall be 30000 yuan. Where laws and administrative regulations have relatively high provisions on the minimum amount of registered capital of a limited liability company, such provisions shall prevail.
Article 27 Shareholders may make capital contributions in currency, or in kind, intellectual property, land use rights and other non monetary properties that can be valued in currency and transferred according to law; However, the property that shall not be used as capital contribution as stipulated by laws and administrative regulations shall be excluded.
The non monetary property used as capital contribution shall be evaluated and valued, and the property shall be verified, and shall not be overvalued or undervalued. If laws and administrative regulations have provisions on evaluation and pricing, such provisions shall prevail.
The monetary capital contribution of all shareholders shall not be less than 30% of the registered capital of a limited liability company.
Article 28 Shareholders shall pay their respective subscribed capital contributions as stipulated in the Articles of Association on time and in full. Where a shareholder makes a capital contribution in currency, he shall deposit the full amount of the capital contribution in currency into the bank account opened by the limited liability company; Where a capital contribution is made in non monetary property, the transfer of its property rights shall be handled according to law.
If a shareholder fails to make capital contributions in accordance with the provisions of the preceding paragraph, he shall not only make full contributions to the company, but also bear the liability for breach of contract to shareholders who have made full contributions on time.
Article 29 After the shareholders have paid their capital contributions, they must be verified by a legally established capital verification institution and issued a certificate.
Article 30 After the initial capital contribution of shareholders has been verified by a legally established capital verification institution, the representative designated by all shareholders or the agent jointly entrusted by all shareholders shall submit the company registration application, articles of association, capital verification certificate and other documents to the company registration authority to apply for registration of establishment.
Article 31 After the establishment of a limited liability company, if it is found that the actual value of the non monetary property as capital contribution for the establishment of the company is significantly lower than the value fixed in the articles of association, the shareholder who made the capital contribution shall make up the difference; Other shareholders at the time of establishment of the Company shall be jointly and severally liable.
Article 32 After the establishment of a limited liability company, a capital contribution certificate shall be issued to the shareholders.
The capital contribution certificate shall specify the following items:
（1） Company name;
（2） Date of incorporation;
（3） Registered capital of the Company;
（4） Names of shareholders, amount of capital contribution paid and date of capital contribution;
（5） The number and issuing date of the capital contribution certificate.
The capital contribution certificate shall be sealed by the Company.
Article 33 A limited liability company shall prepare a register of shareholders, which shall record the following items:
（1） Names and domiciles of shareholders;
（2） Capital contribution of shareholders;
（3） Number of capital contribution certificate.

Shareholders recorded in the register of shareholders may claim to exercise their rights in accordance with the register of shareholders.
The company shall register the names of shareholders and their capital contributions with the company registration authority; Where the registered items are changed, the change registration shall be handled. Those who have not been registered or registered for change shall not act against a third party.
Article 34 Shareholders have the right to consult and copy the Articles of Association, minutes of shareholders' meetings, resolutions of the Board of Directors, resolutions of the Board of Supervisors and financial and accounting reports.
Shareholders may request to consult the Company's accounting books. If a shareholder requests to consult the accounting books of the company, he shall submit a written request to the company stating the purpose. If the Company has reasonable grounds to believe that the shareholders' access to accounting books has improper purposes and may damage the legitimate interests of the Company, it may refuse to provide access, and shall reply to the shareholders in writing and explain the reasons within 15 days from the date of the shareholders' written request. If the Company refuses to provide inspection, the shareholders may request the people's court to request the Company to provide inspection.
Article 35 Shareholders shall receive dividends in proportion to their paid in capital contributions; When the Company increases its capital, shareholders have the priority to subscribe for the capital contribution in accordance with the proportion of the paid in capital contribution. However, unless all shareholders agree not to draw dividends in proportion to their capital contributions or not to give priority to their capital contributions in proportion to their capital contributions.
Article 36 After the establishment of the Company, shareholders shall not withdraw their capital contributions.
Section 2 Organizational Structure
Article 37 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the company's organ of power, which exercises its functions and powers in accordance with this Law.
Article 38 The shareholders' meeting shall exercise the following functions and powers:
（1） Decide on the company's business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
（3） Review and approve the report of the Board of Directors;
（4） Review and approve the reports of the Board of Supervisors or supervisors;
（5） Review and approve the Company's annual financial budget plans and final accounting plans;
（6） To review and approve the Company's profit distribution plans and loss recovery plans;
（7） Make resolutions on the increase or decrease of the Company's registered capital;
（8） Make resolutions on the issuance of corporate bonds;
（9） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the Company;
（10） Amend the Articles of Association of the Company;
（11） Other functions and powers stipulated in the Articles of Association.
If the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a shareholders' meeting, and all shareholders shall sign and seal the decision document.
Article 39 The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the provisions of this Law.
Article 40 Shareholders' meetings are divided into regular meetings and interim meetings.
Regular meetings shall be held on time in accordance with the provisions of the Articles of Association. If shareholders representing more than one tenth of the voting rights, more than one third of the directors, the board of supervisors or the supervisors of a company without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.
Article 41 Where a limited liability company has a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman of the board of directors; If the chairman is unable or fails to perform his duties, the deputy chairman shall preside over the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall preside over the meeting.
Where a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive director.
If the board of directors or the executive director is unable or fails to perform the duty of convening the shareholders' meeting, the board of supervisors or the supervisor of a company without a board of supervisors shall convene and preside over the meeting; If the board of supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting on their own.
Article 42 When convening a shareholders' meeting, all shareholders shall be notified 15 days in advance; However, unless otherwise stipulated in the Articles of Association or agreed by all shareholders.
The shareholders' meeting shall make minutes of the decisions on the matters discussed at the meeting, and the shareholders attending the meeting shall sign on the minutes.
Article 43 Shareholders shall exercise their voting rights at the shareholders' meeting in proportion to their capital contributions; However, unless otherwise stipulated in the Articles of Association.
Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association, unless otherwise provided for in this Law.
Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, and to merge, split, dissolve or change the corporate form of the company must be passed by shareholders representing more than two-thirds of the voting rights.
Article 45 A limited liability company shall have a board of directors consisting of three to thirteen members; Except as otherwise provided for in Article 51 of this Law.
The board of directors of a limited liability company invested and established by two or more state-owned enterprises or two or more other state-owned investment entities shall include representatives of the employees of the company; Other members of the board of directors of a limited liability company may have representatives of the company's employees. The staff representatives on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers' congress, the staff and workers' congress or other forms.
The board of directors shall have one chairman and may have a deputy chairman. The method for selecting the chairman and vice-chairman shall be stipulated in the articles of association.
Article 46 The term of office of the directors shall be stipulated in the articles of association, but each term of office shall not exceed three years. A director may serve consecutive terms upon expiration of his term of office upon re-election.
If the directors are not reelected in time upon the expiration of their term of office, or the number of members of the Board of Directors is lower than the quorum due to the resignation of directors during their term of office, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations and the Articles of Association before the reelected directors take office.
Article 47 The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
（1） Convene the shareholders' meeting and report to the shareholders' meeting;
（2） Implement the resolutions of the shareholders' meeting;
（3） Decide on the company's business plan and investment plan;
（4） Formulate the Company's annual financial budget plan and final accounting plan;
（5） Formulate profit distribution plans and loss recovery plans of the Company;
（6） Formulate plans for the Company to increase or decrease its registered capital and issue corporate bonds;
（7） Formulate plans for the merger, division, dissolution or change of corporate form of the Company;
（8） Determine the establishment of the Company's internal management organization;
（9） To decide on the appointment or dismissal of the Company's manager and his remuneration, and to decide on the appointment or dismissal of the Company's deputy manager and the person in charge of finance and their remuneration according to the manager's nomination;
（10） Formulate the basic management system of the Company;
（11） Other functions and powers stipulated in the Articles of Association.
Article 48 The meeting of the board of directors shall be convened and presided over by the chairman of the board of directors; If the chairman is unable or fails to perform his duties, the vice chairman shall convene and preside over the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall convene and preside over the meeting.
Article 49 The discussion methods and voting procedures of the board of directors shall be stipulated in the articles of association, unless otherwise provided for in this Law.
The Board of Directors shall make minutes of the decisions on the matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.
The voting of the resolution of the Board of Directors shall be one person with one vote.
Article 50 A limited liability company may have a manager, who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following functions and powers:
（1） Preside over the production, operation and management of the Company, and organize the implementation of the resolutions of the Board of Directors;
（2） Organize the implementation of the Company's annual business plan and investment plan;
（3） Draw up the plan for the establishment of the Company's internal management organization;
（4） To formulate the basic management system of the Company;
（5） Formulate specific rules and regulations of the Company;
（6） Propose the appointment or dismissal of the Company's deputy manager and financial principal;
（7） Decide on the appointment or dismissal of management personnel other than those who shall be appointed or dismissed by the Board of Directors;
（8） Other authorities granted by the Board of Directors.

If the articles of association provide otherwise for the powers of the manager, such provisions shall prevail.
The manager shall attend the board meeting as a nonvoting delegate.
Article 51 A limited liability company with a small number of shareholders or a small scale may have an executive director and no board of directors. The executive director may concurrently serve as the manager of the company.
The powers of the executive director shall be stipulated in the articles of association.
Article 52 A limited liability company shall have a board of supervisors, which shall have at least three members. A limited liability company with a small number of shareholders or a small scale may have one or two supervisors and no board of supervisors.
The board of supervisors shall include shareholders' representatives and an appropriate proportion of the company's staff representatives, of which the proportion of staff representatives shall not be less than one-third, and the specific proportion shall be specified in the articles of association. The employee representatives in the board of supervisors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.
The Board of Supervisors shall have a chairman elected by more than half of all supervisors. The Chairman of the Board of Supervisors shall convene and preside over the meetings of the Board of Supervisors; If the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly recommended by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.
Directors and senior managers shall not concurrently serve as supervisors.
Article 53 The term of office of the supervisor is three years. A supervisor may serve consecutive terms upon expiration of his/her term of office upon re-election.
If the supervisors are not re elected in time upon the expiration of their term of office, or the number of members of the Board of Supervisors is lower than the quorum due to the resignation of supervisors during their term of office, the original supervisors shall still perform their duties in accordance with laws, administrative regulations and the Articles of Association before the newly elected supervisors take office.
Article 54 The board of supervisors and the supervisors of a company without a board of supervisors shall exercise the following functions and powers:
（1） Check the financial affairs of the Company;
（2） Supervise the acts of directors and senior executives in performing their duties in the Company, and propose the removal of directors and senior executives who violate laws, administrative regulations, the Articles of Association or resolutions of the shareholders' meeting;
（3） Require the directors and senior executives to correct when their acts damage the interests of the Company;
（4） Propose to convene an interim shareholders' meeting, and convene and preside over the shareholders' meeting when the board of directors fails to perform its duty of convening and presiding over the shareholders' meeting as prescribed in this Law;
（5） Put forward proposals to the shareholders' meeting;
（6） Institute legal proceedings against directors and senior managers in accordance with the provisions of Article 152 of this Law;
（7） Other functions and powers stipulated in the Articles of Association.
Article 55 The supervisor may attend the meeting of the board of directors as a nonvoting delegate and raise questions or suggestions on the matters to be resolved by the board of directors.
If the board of supervisors or the supervisors of a company without a board of supervisors find that the company's operation is abnormal, they may conduct an investigation; If necessary, an accounting firm may be employed to assist him in his work at the company's expense.
Article 56 The board of supervisors shall convene at least one meeting every year, and supervisors may propose to convene an interim meeting of the board of supervisors.
The discussion methods and voting procedures of the Board of Supervisors shall be stipulated in the Articles of Association, unless otherwise provided for in this Law.
The resolution of the Board of Supervisors shall be adopted by more than half of the supervisors.
The Board of Supervisors shall make minutes of the decisions on the matters discussed, and the supervisors attending the meeting shall sign on the minutes.
Article 57 The expenses necessary for the board of supervisors and the supervisors of a company without a board of supervisors to exercise their functions and powers shall be borne by the company.
Section 3 Special Provisions on One person Limited Liability Companies
Article 58 The provisions of this Section shall apply to the establishment and organizational structure of a one person limited liability company; Where there are no provisions in this Section, the provisions of Sections 1 and 2 of this Chapter shall apply.
The one person limited liability company referred to in this Law refers to a limited liability company with only one natural person shareholder or one legal person shareholder.
Article 59 The minimum registered capital of a one person limited liability company is RMB 100000 yuan. The shareholders shall pay the capital contribution specified in the Articles of Association in full at one time.
A natural person can only invest to establish a one person limited liability company. The one person limited liability company cannot invest to establish a new one person limited liability company.
Article 60 A one person limited liability company shall indicate the sole proprietorship of a natural person or a legal person in its company registration, and shall specify it in its business license.
Article 61 The articles of association of a one person limited liability company shall be formulated by the shareholders.
Article 62 A one person limited liability company shall not have a shareholders' meeting. When a shareholder makes a decision listed in the first paragraph of Article 38 of this Law, it shall be in writing, signed by the shareholder and kept in the company.
Article 63 A one person limited liability company shall prepare its financial statements at the end of each fiscal year and have them audited by an accounting firm.
Article 64 If the shareholders of a one person limited liability company cannot prove that the company's property is independent of the shareholders' own property, they shall be jointly and severally liable for the company's debts.
Section 4 Special Provisions on Wholly State owned Companies
Article 65 The provisions of this Section shall apply to the establishment and organizational structure of a wholly state-owned company; Where there are no provisions in this Section, the provisions of Sections 1 and 2 of this Chapter shall apply.
The term "wholly state-owned company" as used in this Law refers to a limited liability company solely invested by the State and authorized by the State Council or the local people's government to perform the functions of a contributor by the state-owned assets supervision and administration institution of the people's government at the corresponding level.
Article 66 The articles of association of a wholly state-owned company shall be formulated by the state-owned assets supervision and administration institution, or formulated by the board of directors and submitted to the state-owned assets supervision and administration institution for approval.
Article 67 A wholly state-owned company shall not have a shareholders' meeting, but the state-owned assets supervision and administration institution shall exercise the functions and powers of the shareholders' meeting. The state-owned assets supervision and administration institution may authorize the board of directors of a company to exercise part of the functions and powers of the shareholders' meeting and decide on major matters of the company, but the merger, division, dissolution, increase or decrease of registered capital and issuance of corporate bonds of the company must be decided by the state-owned assets supervision and administration institution; Where an important wholly state-owned company merges, divides, dissolves or applies for bankruptcy, it shall be examined by the state-owned assets supervision and administration institution and then submitted to the people's government at the same level for approval.
The important wholly state-owned companies referred to in the preceding paragraph shall be determined in accordance with the provisions of the State Council.
Article 68 A wholly state-owned company shall have a board of directors, which shall exercise its powers in accordance with the provisions of Articles 47 and 67 of this Law. The term of office of a director shall not exceed three years. The board of directors shall include representatives of the company's employees.
The members of the board of directors shall be appointed by the state-owned assets supervision and administration institution; However, the employee representatives among the members of the Board of Directors shall be elected by the Company's employee congress.
The board of directors shall have one chairman and may have a deputy chairman. The chairman and vice-chairman shall be appointed by the state-owned assets supervision and administration institution from among the members of the board of directors.
Article 69 A wholly state-owned company shall have a manager, who shall be appointed or dismissed by the board of directors. The manager shall exercise his powers in accordance with the provisions of Article 50 of this Law.
With the consent of the state-owned assets supervision and administration institution, the members of the board of directors may concurrently serve as managers.
Article 70 The chairman, vice-chairman, directors and senior managers of a wholly state-owned company may not concurrently work in any other limited liability company, joint stock limited company or other economic organization without the consent of the state-owned assets supervision and administration institution.
Article 71 The board of supervisors of a wholly state-owned company shall have at least five members, of whom the proportion of employee representatives shall not be less than one-third, and the specific proportion shall be stipulated in the articles of association.
The members of the Board of Supervisors shall be appointed by the state-owned assets supervision and administration institution; However, the employee representatives among the members of the Board of Supervisors shall be elected by the Company's employee congress. The chairman of the board of supervisors shall be appointed by the state-owned assets supervision and administration institution from among the members of the board of supervisors.
The Board of Supervisors shall exercise the functions and powers stipulated in Items (1) to (3) of Article 54 of this Law and other functions and powers stipulated by the State Council.
Chapter III Equity Transfer of a Limited Liability Company
Article 72 Shareholders of a limited liability company may transfer all or part of their stock rights to each other.
The transfer of equity by a shareholder to a person other than a shareholder shall be subject to the consent of more than half of the other shareholders. The shareholders shall notify other shareholders in writing of the transfer of their shares for consent. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the equity to be transferred; If it does not purchase, it shall be deemed that it agrees to transfer.
Under the same conditions, other shareholders have the preemptive right to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, they shall negotiate to determine their respective purchase proportion; If the negotiation fails, the preemptive right shall be exercised according to the respective proportion of capital contribution at the time of transfer.
If the articles of association have other provisions on equity transfer, such provisions shall prevail.
Article 73 When the people's court transfers the equity of a shareholder in accordance with the mandatory enforcement procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. If other shareholders fail to exercise the right of first refusal within 20 days from the date of notification by the people's court, they shall be deemed to have waived the right of first refusal.
Article 74 After the transfer of equity in accordance with Article 72 and Article 73 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and modify the record of shareholders and their capital contributions in the articles of association and the register of shareholders accordingly. The amendment to the Articles of Association does not need to be voted by the Shareholders' Meeting.
Article 75 Under any of the following circumstances, a shareholder who votes against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:
（1） The company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for profit distribution stipulated in this Law;
（2） The company merges, divides or transfers its main properties;
（3） The business term specified in the Articles of Association expires or other causes for dissolution specified in the Articles of Association occur, and the shareholders' meeting adopts a resolution to modify the Articles of Association to make the Company survive.
Within 60 days from the date of adoption of the resolution of the shareholders' meeting, if the shareholders and the company cannot reach an agreement on the purchase of shares, the shareholders may file a lawsuit in the people's court within 90 days from the date of adoption of the resolution of the shareholders' meeting.
Article 76 After the death of a natural person shareholder, its legal successor may inherit the shareholder's qualification; However, unless otherwise stipulated in the Articles of Association.

Chapter IV Establishment and Organizational Structure of Joint Stock Limited Companies
Section 1 Establishment
Article 77 To establish a joint stock limited company, the following conditions shall be met:
（1） The number of promoters meets the quorum;
（2） The share capital subscribed and raised by the promoters reaches the minimum amount of legal capital;
（3） The issuance and preparation of shares comply with the law;
（4） The promoters shall formulate the articles of association of the company, which shall be adopted at the founding meeting if the company is established by means of public offering;
（5） Having a company name and establishing an organization meeting the requirements of a joint stock limited company;
（6） The company has its domicile.
Article 78 A joint stock limited company may be established by means of promotion or public offer.
The term "establishment by promotion" refers to the establishment of a company by subscription of all the shares to be issued by the company by the promoters.
The term "establishment by public offering" refers to the establishment of a company by subscription of a portion of the shares to be issued by the company by the promoters, and public offering of the remaining shares to the public or to specific objects.
Article 79 To establish a joint stock limited company, there shall be not less than two but not more than two hundred promoters, of whom more than half shall have domicile in China.
Article 80 The promoters of a joint stock limited company shall undertake the preparatory work of the company.
The promoters shall sign a promoter agreement to clarify their respective rights and obligations during the establishment of the company.
Article 81 Where a joint stock limited company is established by promotion, its registered capital shall be the total share capital subscribed by all the promoters registered with the company registration authority. The initial capital contribution of all the promoters of the Company shall not be less than 20% of the registered capital, and the rest shall be paid in full by the promoters within two years from the date of establishment of the Company; The investment company can make full payment within five years. No shares may be offered to others before they are fully paid.
Where a joint stock limited company is established by public offering, its registered capital shall be the total paid in share capital registered with the company registration authority.
The minimum registered capital of a joint stock limited company is 5 million yuan. Where laws and administrative regulations have relatively high provisions on the minimum amount of registered capital of a joint stock limited company, such provisions shall prevail.
Article 82 The articles of association of a joint stock limited company shall set forth the following:
（1） Company name and domicile;
（2） Business scope of the Company;
（3） The method of establishment of the Company;
（4） The total number of shares, amount of each share and registered capital of the Company;
（5） The names of the promoters, the number of shares subscribed, the method and time of capital contribution;
（6） The composition, powers and rules of procedure of the Board of Directors;
（7） Legal representative of the Company;
（8） The composition, powers and rules of procedure of the Board of Supervisors;
（9） The Company's profit distribution method;
（10） Reasons for dissolution and liquidation methods of the Company;
（11） Notice and announcement methods of the Company;
（12） Other matters deemed necessary by the shareholders' meeting.
Article 83 The form of capital contribution of the promoters shall be governed by the provisions of Article 27 of this Law.
Article 84 Where a joint stock limited company is established by means of promotion, the promoters shall subscribe in writing to the full number of shares that they are required to subscribe for in the articles of association of the company; If it is paid in a lump sum, it shall pay the full capital contribution immediately; In case of installment payment, the first installment of capital contribution shall be paid immediately. Where a capital contribution is made in non monetary property, the transfer of its property rights shall be handled according to law.
If the promoters fail to make capital contributions in accordance with the provisions of the preceding paragraph, they shall be liable for breach of contract in accordance with the promoters' agreement.
After the initiators make their initial capital contributions, they shall elect the board of directors and the board of supervisors. The board of directors shall submit to the company registration authority the articles of association of the company, the capital verification certificate issued by a legally established capital verification institution and other documents required by laws and administrative regulations, and apply for registration of establishment.
Article 85 Where a joint stock limited company is established by public offer, the shares subscribed for by the promoters shall not be less than 35% of the total shares of the company; However, if laws and administrative regulations provide otherwise, such provisions shall prevail.
Article 86 When offering shares to the public, the promoters must publish a prospectus and prepare subscription forms. The subscription form shall specify the matters listed in Article 87 of this Law, and the subscribers shall fill in the number of shares they have subscribed for, the amount of money they have subscribed for, and their domicile, and shall sign and affix their seals thereto. The subscriber shall pay the share price according to the number of shares subscribed.
Article 87 The prospectus shall be accompanied by the articles of association formulated by the promoters, and shall set forth the following items:
（1） The number of shares subscribed by the promoters;
（2） The par value and issue price of each share;

（3） The total number of bearer shares issued;
（4） The purpose of the raised funds;
（5） Rights and obligations of subscribers;
（6） The starting and ending periods of this offering and the statement that the subscribers may withdraw their subscription if the shares are not fully subscribed within the time limit.
Article 88 The sponsors' public offer of shares shall be underwritten by a legally established securities company and an underwriting agreement shall be signed.
Article 89 When offering shares to the public, the promoters shall sign an agreement with the bank for the collection of share proceeds.
The bank collecting the share proceeds shall collect and keep the share proceeds on its behalf in accordance with the agreement, issue a receipt to the subscribers who have paid the share proceeds, and have the obligation to issue a receipt certificate to the relevant authorities.
Article 90 After the full payment of the share proceeds for the issuance of shares, the capital shall be verified by a legally established capital verification institution and a certificate shall be issued. The promoters shall preside over and convene the establishment meeting of the company within 30 days from the date of full payment of the share capital. The founding meeting shall be composed of promoters and subscribers.
If the shares issued have not been fully subscribed beyond the deadline specified in the prospectus, or if the promoters fail to convene the inaugural meeting within 30 days after the full payment of the share proceeds, the subscribers may demand the promoters to return the share proceeds paid plus the bank deposit interest for the same period.
Article 91 The promoters shall notify each subscriber of the date of the establishment meeting or make a public announcement 15 days prior to the meeting. The establishment meeting shall be held only when the sponsors and subscribers representing more than half of the total shares are present.
The founding meeting shall exercise the following functions and powers:
（1） Deliberate the report of the promoters on the preparation for the establishment of the Company;
（2） To adopt the Articles of Association of the Company;
（3） Election of members of the Board of Directors;
（4） Election of members of the Board of Supervisors;
（5） Review the establishment expenses of the Company;
（6） To examine and verify the valuation of the property used by the promoters as share proceeds;
（7） Where the establishment of the company is directly affected by force majeure or major changes in business conditions, a resolution not to establish the company may be made.
The resolution of the founding meeting on the matters listed in the preceding paragraph must be adopted by more than half of the voting rights of the subscribers present at the meeting.
Article 92 After the promoters and subscribers have paid the share capital or paid the capital contribution in lieu of the share capital, they may not withdraw their share capital, except for the failure to fully subscribe the shares on time, the failure of the promoters to convene the establishment meeting on time, or the failure of the establishment meeting to resolve not to establish the company.
Article 93 The board of directors shall, within 30 days after the conclusion of the establishment meeting, submit the following documents to the company registration authority to apply for establishment registration:
（1） Application for company registration;
（2） Minutes of the founding meeting;
（3） Articles of Association;
（4） Capital verification certificate;
（5） The appointment documents and identity certificates of the legal representative, directors and supervisors;
（6） Legal person qualification certificate or natural person identity certificate of the promoters;
（7） Certificate of the Company's domicile.
Where a joint stock limited company is established by means of public offering, the approval document of the securities regulatory authority under the State Council shall also be submitted to the company registration authority.
Article 94 After the establishment of a joint stock limited company, if the promoters fail to make full capital contributions in accordance with the provisions of the articles of association, they shall make up the contributions; Other initiators shall bear joint and several liabilities.
After the establishment of a joint stock limited company, if it is found that the actual value of the non monetary property as capital contribution for the establishment of the company is significantly lower than the value set in the articles of association, the sponsors who have paid the capital contribution shall make up the difference; Other initiators shall bear joint and several liabilities.
Article 95 The promoters of a joint stock limited company shall bear the following liabilities:
（1） If the company cannot be established, it shall be jointly and severally liable for the debts and expenses arising from the establishment;
（2） If the Company cannot be established, it shall be jointly and severally liable for the return of the share proceeds paid by the subscribers plus the interest calculated on the bank deposits for the same period;
（3） During the establishment of the company, if the company's interests are damaged due to the fault of the promoters, the company shall be liable for compensation.
Article 96 When a limited liability company is changed into a joint stock limited company, the total amount of the converted paid in share capital shall not be higher than the net assets of the company. When a limited liability company is changed into a joint stock limited company and shares are issued to the public for the purpose of increasing its capital, the matter shall be handled according to law.
Article 97 A joint stock limited company shall keep its articles of association, register of shareholders, counterfoil of corporate bonds, minutes of shareholders' meetings, minutes of meetings of the board of directors, minutes of meetings of the board of supervisors, and financial and accounting reports in the company.
Article 98 Shareholders have the right to consult the articles of association, the register of shareholders, the counterfoil of corporate bonds, the minutes of shareholders' meetings, the resolutions of the board of directors, the resolutions of the board of supervisors, and the financial and accounting reports, and put forward suggestions or inquiries on the operation of the company.
Section II Shareholders' Meeting
Article 99 The general meeting of shareholders of a joint stock limited company shall be composed of all shareholders. The general meeting of shareholders is the company's organ of power, which exercises its functions and powers in accordance with this Law.
Article 100 The provisions of the first paragraph of Article 38 of this Law on the functions and powers of the shareholders' meeting of a limited liability company shall apply to the shareholders' meeting of a joint stock limited company.
Article 101 The shareholders' meeting shall be held once a year. Under any of the following circumstances, an extraordinary general meeting of shareholders shall be held within two months:
（1） The number of directors is less than two-thirds of the number prescribed in this Law or the number prescribed in the Articles of Association;
（2） The company's unrecovered losses reach one-third of the total paid in capital;
（3） At the request of shareholders who individually or collectively hold more than 10% of the company's shares;
（4） When the Board of Directors deems it necessary;
（5） When the Board of Supervisors proposes to convene the meeting;
（6） Other circumstances stipulated in the Articles of Association.
Article 102 The shareholders' meeting shall be convened by the board of directors and presided over by the chairman of the board of directors; If the chairman is unable or fails to perform his duties, the deputy chairman shall preside over the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall preside over the meeting.
If the Board of Directors is unable or fails to perform its duty to convene the Shareholders' Meeting, the Board of Supervisors shall convene and preside over the meeting in a timely manner; If the Board of Supervisors does not convene and preside over the meeting, shareholders who individually or collectively hold more than 10% of the Company's shares for more than 90 consecutive days may convene and preside over the meeting on their own.
Article 103 When convening a shareholders' meeting, each shareholder shall be notified of the time, place and matters to be considered 20 days before the meeting is held; The extraordinary shareholders' meeting shall be notified to all shareholders 15 days before the meeting is held; Where bearer shares are issued, the time, place and matters to be considered at the meeting shall be announced 30 days before the meeting is held.
Shareholders who individually or collectively hold more than 3% of the Company's shares may submit interim proposals to the Board of Directors in writing 10 days before the convening of the General Meeting of Shareholders; The Board of Directors shall notify other shareholders within two days after receiving the proposal and submit the interim proposal to the Shareholders' Meeting for deliberation. The content of the interim proposal shall fall within the scope of the General Meeting of Shareholders, with clear topics and specific resolutions.
The general meeting of shareholders shall not make resolutions on matters not listed in the notice in the preceding two paragraphs.
Holders of bearer shares who attend the shareholders' meeting shall deposit their shares with the Company five days before the meeting is held and when the shareholders' meeting is closed.
Article 104 When shareholders attend the shareholders' meeting, each share they hold has one voting right. However, the shares of the Company held by the Company have no voting rights.
A resolution made at the shareholders' meeting must be adopted by more than half of the shareholders present with voting rights. However, resolutions made by the General Meeting of Shareholders to amend the Articles of Association, increase or decrease the registered capital, and resolutions on merger, division, dissolution or change of corporate form of the Company must be adopted by shareholders present at the meeting with more than two-thirds of the voting rights.
Article 105 Where this Law and the articles of association stipulate that the transfer or assignment of major assets or the provision of external guarantees by a company must be decided by the shareholders' meeting, the board of directors shall convene a shareholders' meeting in a timely manner, and the shareholders' meeting shall vote on the above matters.
Article 106 When electing directors and supervisors at the shareholders' meeting, a cumulative voting system may be adopted in accordance with the provisions of the articles of association or the resolutions of the shareholders' meeting.
The cumulative voting system referred to in this Law means that when the shareholders' meeting elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used collectively.
Article 107 A shareholder may entrust a proxy to attend the shareholders' meeting, and the proxy shall submit the power of attorney of the shareholder to the company and exercise the voting rights within the scope of authorization.
Article 108 The shareholders' meeting shall make minutes of the decisions on the matters discussed at the meeting, and the chairman and directors attending the meeting shall sign on the minutes. The minutes of the meeting shall be kept together with the signature book of the shareholders attending the meeting and the power of attorney of the proxy.
Section 3 Board of Directors and Manager
Article 109 A joint stock limited company shall have a board of directors consisting of five to nineteen members.
The board of directors may include representatives of the employees of the company. The staff representatives on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers' congress, the staff and workers' congress or other forms.
The provisions of Article 46 of this Law on the term of office of the directors of a limited liability company shall apply to the directors of a joint stock limited company.
The provisions of Article 47 of this Law on the functions and powers of the board of directors of a limited liability company shall apply to the board of directors of a joint stock limited company.
Article 110 The board of directors shall have one chairman and may have a deputy chairman. The chairman and vice-chairman shall be elected by the board of directors by more than half of all directors.
The Chairman shall convene and preside over the meetings of the Board of Directors, and inspect the implementation of the resolutions of the Board of Directors. The vice-chairman shall assist the chairman in his work. If the chairman is unable or fails to perform his duties, the vice-chairman shall perform his duties; If the vice chairman is unable or fails to perform his duties, a director jointly recommended by more than half of the directors shall perform his duties.
Article 111 The board of directors shall hold at least two meetings every year, and shall notify all directors and supervisors 10 days before the meeting.
Shareholders representing more than one tenth of the voting rights, more than one-third of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors. The chairman of the board of directors shall convene and preside over the meeting of the board of directors within ten days after receiving the proposal.
When the board of directors convenes an interim meeting, it may separately determine the method and time limit of notice for convening the board of directors.
Article 112 A meeting of the board of directors may be held only when more than half of the directors are present. The resolution of the Board of Directors must be adopted by more than half of all directors.
The voting of the resolution of the Board of Directors shall be one person with one vote.
Article 113 The directors shall attend the board meeting in person; If a director is unable to attend the meeting for some reason, he may entrust another director in writing to attend on his behalf, and the power of attorney shall specify the scope of authorization.
The Board of Directors shall make minutes of the decisions on the matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.
The directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations, the articles of association, or the resolution of the shareholders' meeting, causing serious losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that the director expressed his objection during the voting and recorded it in the minutes of the meeting, he may be exempted from liability.
Article 114 A joint stock limited company shall have a manager, who shall be appointed or dismissed by the board of directors.
The provisions of Article 50 of this Law on the functions and powers of the manager of a limited liability company shall apply to the manager of a joint stock limited company.
Article 115 The board of directors of the Company may decide that the members of the board of directors shall concurrently serve as the manager.
Article 116 The Company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 117 A company shall regularly disclose to its shareholders the remuneration received by directors, supervisors and senior managers from the company.
Section 4 Board of Supervisors
Article 118 A joint stock limited company shall have a board of supervisors, which shall have at least three members.
The board of supervisors shall include shareholders' representatives and an appropriate proportion of the company's staff representatives, of which the proportion of staff representatives shall not be less than one-third, and the specific proportion shall be specified in the articles of association. The employee representatives in the board of supervisors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.
The Board of Supervisors shall have a chairman and may have a vice chairman. The Chairman and Vice Chairman of the Board of Supervisors shall be elected by more than half of all supervisors. The Chairman of the Board of Supervisors shall convene and preside over the meetings of the Board of Supervisors; If the chairman of the board of supervisors is unable or fails to perform his duties, the vice chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the vice chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly recommended by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.
Directors and senior managers shall not concurrently serve as supervisors.
The provisions of Article 53 of this Law on the term of office of the supervisors of a limited liability company shall apply to the supervisors of a joint stock limited company.
Article 119 The provisions of Articles 54 and 55 of this Law on the functions and powers of the board of supervisors of a limited liability company shall apply to the board of supervisors of a joint stock limited company.
The expenses necessary for the Board of Supervisors to exercise its functions and powers shall be borne by the Company.
Article 120 The board of supervisors shall hold a meeting at least once every six months. The supervisor may propose to convene an interim meeting of the Board of Supervisors.
The discussion methods and voting procedures of the Board of Supervisors shall be stipulated in the Articles of Association, unless otherwise provided for in this Law.
The resolution of the Board of Supervisors shall be adopted by more than half of the supervisors.
The Board of Supervisors shall make minutes of the decisions on the matters discussed, and the supervisors attending the meeting shall sign on the minutes.
Section 5 Special Provisions on the Organizational Structure of Listed Companies
Article 121 The term "listed company" as used in this Law refers to a joint stock limited company whose shares are listed and traded on a stock exchange.
Article 122 Where a listed company purchases or sells major assets or guarantees more than 30% of the total assets of the company within one year, a resolution shall be made by the shareholders' meeting and passed by more than two-thirds of the voting rights of the shareholders present at the meeting.
Article 123 A listed company shall establish independent directors, and the specific measures shall be formulated by the State Council.
Article 124 A listed company shall have a secretary of the board of directors, who shall be responsible for the preparation of the shareholders' meeting and the board meeting, the custody of documents, the management of the company's shareholders' information, and the handling of information disclosure.
Article 125 Where a director of a listed company is associated with an enterprise involved in a resolution of the board of directors, he shall not vote on the resolution, nor shall he vote on behalf of other directors. The meeting of the Board of Directors can be held when more than half of the unrelated directors are present, and the resolutions made at the meeting of the Board of Directors must be approved by more than half of the unrelated directors. If the number of unrelated directors attending the board meeting is less than three, the matter shall be submitted to the shareholders' meeting of the listed company for deliberation.

Chapter V Issuance and Transfer of Shares of Joint Stock Limited Companies
Section 1 Issuance of Shares
Article 126 The capital of a joint stock limited company shall be divided into shares, each of which shall be of equal value.
The shares of the Company take the form of shares. A share certificate is a certificate issued by a company to certify the shares held by shareholders.
Article 127 The issuance of shares shall follow the principle of fairness and impartiality, and each share of the same class shall have the same rights.
For the shares of the same class issued at the same time, the conditions and prices for the issuance of each share shall be the same; All units or individuals shall pay the same price for each share they subscribe for.
Article 128 The issue price of a share may be at or above the par value, but may not be lower than the par value.
Article 129 Stocks shall be in paper form or other forms prescribed by the securities regulatory authority under the State Council.
The shares shall set forth the following main items:
（1） Company name;
（2） Date of incorporation;
（3） Type, par value and number of shares represented;
（4） Number of the share.
The shares shall be signed by the legal representative and sealed by the company.
The promoters' shares shall be marked with the words "promoters' shares".
Article 130 The shares issued by a company may be registered shares or bearer shares.
The shares issued by a company to the promoters or legal persons shall be registered shares, and the names or names of the promoters or legal persons shall be recorded. No other account name or representative name shall be registered.
Article 131 Where a company issues registered shares, it shall prepare a register of shareholders, which shall record the following:
（1） Names and domiciles of shareholders;
（2） Number of shares held by each shareholder;
（3） Number of shares held by each shareholder;
（4） The date on which each shareholder acquired the shares.
Where bearer shares are issued, the company shall record the number, serial number and date of issue of the shares.
Article 132 The State Council may make separate regulations on the issuance of shares of a company other than those prescribed in this Law.
Article 133 After the establishment of a joint stock limited company, it shall formally deliver its shares to the shareholders. No shares may be delivered to shareholders before the establishment of the Company.
Article 134 When a company issues new shares, the shareholders' meeting shall make resolutions on the following matters:
（1） Type and amount of new shares;
（2） Issue price of new shares;
（3） The starting and ending dates of the issuance of new shares;
（4） The type and amount of new shares issued to the original shareholders.
Article 135 When a company is approved by the securities regulatory authority under the State Council to issue new shares to the public, it must publish a prospectus for new shares and financial and accounting reports, and prepare a subscription form.
The provisions of Article 88 and Article 89 of this Law shall apply to the public issuance of new shares by companies.
Article 136 When a company issues new shares, it may determine its pricing plan according to the company's business and financial conditions.
Article 137 After a company issues new shares and raises enough money, it must go through modification registration with the company registration authority and make a public announcement.
Section 2 Share Transfer
Article 138 The shares held by shareholders may be transferred according to law.
Article 139 A shareholder shall transfer his shares at a lawfully established securities exchange or in any other manner prescribed by the State Council.
Article 140 Registered shares shall be transferred by the shareholders by endorsement or by other means prescribed by laws and administrative regulations; After the transfer, the company shall record the name and domicile of the transferee in the register of shareholders.
Within 20 days prior to the convening of the general meeting of shareholders or within 5 days prior to the benchmark date of the company's decision to distribute dividends, no change in the register of shareholders as prescribed in the preceding paragraph shall be registered. However, if the law provides otherwise for the registration of changes in the register of shareholders of a listed company, such provisions shall prevail.
Article 141 The transfer of bearer shares shall become effective as soon as the shareholder delivers the shares to the transferee.
Article 142 The shares of the Company held by the promoters shall not be transferred within one year from the date of establishment of the Company. The shares issued before the public offering of shares by the Company shall not be transferred within one year from the date when the shares of the Company are listed and traded in the stock exchange.
The directors, supervisors and senior executives of the Company shall report to the Company the shares they hold in the Company and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares they hold in the Company; The shares held by the Company shall not be transferred within one year from the date of listing and trading of the Company's shares. The above personnel shall not transfer their shares of the Company within half a year after their resignation. The Articles of Association may make other restrictive provisions on the transfer of shares held by the directors, supervisors and senior managers of the Company.
Article 143 A company may not purchase its own shares. However, any of the following circumstances shall be excluded:
（1） Reduce the registered capital of the Company;
（2） Merge with other companies holding shares of the Company;
（3） Award shares to employees of the Company;
（4） The shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders.
Where a company purchases its own shares for the reasons in Items (1) to (3) of the preceding paragraph, a resolution shall be made by the shareholders' meeting. After the company purchases its own shares in accordance with the provisions of the preceding paragraph, if it falls under the circumstances specified in Item (1), it shall be cancelled within ten days from the date of purchase; In the case of Item (2) or (4), the transfer or cancellation shall be made within six months.
The shares of the Company purchased by the Company in accordance with Item (3) of Paragraph 1 shall not exceed 5% of the total issued shares of the Company; The funds used for acquisition shall be paid out of the company's after tax profits; The shares purchased shall be transferred to the employees within one year.
The Company shall not accept its own shares as the subject matter of the pledge.
Article 144 If a registered share is stolen, lost or destroyed, the shareholder may request the people's court to declare the share invalid in accordance with the procedure of public notice for assertion of claims stipulated in the Civil Procedure Law of the People's Republic of China. After the people's court declares the stock invalid, the shareholder may apply to the company for issuing a replacement stock.
Article 145 The shares of a listed company shall be listed and traded in accordance with the relevant laws, administrative regulations and the trading rules of the stock exchange.
Article 146 A listed company must, in accordance with the provisions of laws and administrative regulations, make public its financial situation, business operations and major lawsuits, and publish its financial and accounting reports half a year within each fiscal year.
Chapter VI Qualifications and Obligations of Directors, Supervisors and Senior Managers of the Company
Article 147 Under any of the following circumstances, a person may not serve as a director, supervisor or senior manager of a company:
（1） No civil capacity or limited civil capacity;
（2） Having been sentenced to criminal punishment for corruption, bribery, encroachment on property, misappropriation of property or disruption of the socialist market economic order, and less than five years have elapsed since the completion of the sentence, or having been deprived of political rights due to a crime, and less than five years have elapsed since the completion of the sentence;
（3） Where he was a director, factory director or manager of a company or enterprise that was bankrupt and liquidated and was personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy and liquidation of the company or enterprise;
（4） Having served as the legal representative of a company or enterprise whose business license was revoked or ordered to close due to violation of law, and being personally responsible, less than three years have elapsed since the date of revocation of the business license of the company or enterprise;
（5） Individual debt of a large amount is due and outstanding.
Where a company elects or appoints directors, supervisors or senior managers in violation of the provisions of the preceding paragraph, such election, appointment or appointment shall be invalid.
The Company shall remove any director, supervisor or senior manager who is under any of the circumstances listed in the first paragraph of this Article during his term of office.
Article 148 The directors, supervisors and senior managers shall abide by the laws, administrative regulations and the articles of association of the company, and bear the obligations of loyalty and diligence to the company.
Directors, supervisors and senior managers shall not take advantage of their powers to accept bribes or other illegal income, and shall not encroach on the company's property.
Article 149 The directors and senior managers shall not commit any of the following acts:
（1） Misappropriating the Company's funds;
（2） Deposit the Company's funds in an account opened in his own name or in the name of other individuals;
（3） Violating the provisions of the Articles of Association by lending the Company's funds to others or providing guarantees for others with the Company's property without the consent of the Shareholders' Meeting, the Shareholders' Meeting or the Board of Directors;
（4） In violation of the provisions of the Articles of Association or without the consent of the Shareholders' Meeting or the Shareholders' Meeting, enter into contracts or conduct transactions with the Company;
（5） Without the consent of the shareholders' meeting or the shareholders' meeting, take advantage of their positions to seek business opportunities belonging to the company for themselves or others, and operate the same business as the company they work for themselves or others;
（6） Accept the commission of the transaction between others and the company as his own;
（7） Unauthorized disclosure of company secrets;
（8） Other acts violating the obligation of loyalty to the company.
The income obtained by the directors and senior managers in violation of the provisions of the preceding paragraph shall belong to the Company.
Article 150 Where a director, supervisor or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 151 Where the shareholders' meeting or shareholders' general meeting requires directors, supervisors and senior managers to attend the meeting as nonvoting delegates, the directors, supervisors and senior managers shall attend the meeting as nonvoting delegates and accept inquiries from shareholders.
The directors and senior managers shall truthfully provide the board of supervisors or the supervisors of a limited liability company without a board of supervisors with relevant information and materials, and shall not hinder the board of supervisors or supervisors from exercising their powers.
Article 152 Where a director or senior manager is under the circumstances specified in Article 150 of this Law, the shareholders of a limited liability company or a joint stock limited company who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the board of supervisors or the supervisors of a limited liability company without a board of supervisors to bring a lawsuit to the people's court; If the supervisor is under the circumstances specified in Article 150 of this Law, the aforesaid shareholder may request in writing the board of directors or the executive director of a limited liability company without a board of directors to bring a lawsuit to the people's court.
Where the board of supervisors, the supervisor of a limited liability company without a board of supervisors, or the board of directors or the executive director refuses to bring a lawsuit after receiving the written request of the shareholders as prescribed in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or the failure to bring a lawsuit immediately in an emergency situation will cause irreparable damage to the interests of the company, The shareholders specified in the preceding paragraph have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.
Where any other person infringes upon the legitimate rights and interests of the Company and causes losses to the Company, the shareholders specified in the first paragraph of this Article may bring a lawsuit to the people's court in accordance with the provisions of the preceding two paragraphs.
Article 153 Where a director or senior manager violates the provisions of laws, administrative regulations or the articles of association and damages the interests of shareholders, the shareholders may bring a lawsuit to the people's court.
Chapter VII Corporate Bonds
Article 154 The term "corporate bonds" as used in this Law refers to securities issued by a company in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time.
The issuance of corporate bonds by a company shall meet the issuance conditions specified in the Securities Law of the People's Republic of China.
Article 155 After the application for the issuance of corporate bonds is approved by the department authorized by the State Council, the measures for the issuance of corporate bonds shall be announced.
The following major items shall be specified in the corporate bond offering method:

（1） Company name;
（2） Use of funds raised by bonds;
（3） Total amount of bonds and par value of bonds;
（4） How to determine the bond interest rate;
（5） The term and method of repayment of principal and interest;
（6） Bond guarantee;
（7） The issuing price of the bonds and the starting and ending dates of the issuance;
（8） Net assets of the Company;
（9） The total amount of corporate bonds issued but not yet due;
（10） The underwriter of corporate bonds.
Article 156 Where a company issues corporate bonds in the form of physical bonds, the bonds must contain the company name, the par value of the bonds, the interest rate, the repayment period, etc., and shall be signed by the legal representative and sealed by the company.
Article 157 Corporate bonds may be registered bonds or bearer bonds.
Article 158 When issuing corporate bonds, a company shall prepare a counterfoil of corporate bonds.
Where registered corporate bonds are issued, the following items shall be recorded in the counterfoil of corporate bonds:
（1） The name and domicile of the bondholder;
（2） The date on which the bondholder acquired the bonds and the serial number of the bonds;
（3） The total amount of the bonds, the par value of the bonds, the interest rate, the term and method of repayment of principal and interest;
（4） The date of issue of the bond.
Where bearer corporate bonds are issued, the counterfoil of the corporate bonds shall state the total amount of the bonds, the interest rate, the time limit and method of repayment, the date of issue and the serial number of the bonds.
Article 159 The registration and settlement institution of registered corporate bonds shall establish relevant systems for bond registration, custody, interest payment, cashing, etc.
Article 160 Corporate bonds may be transferred, and the transfer price shall be agreed upon between the transferor and the transferee.
Where corporate bonds are listed and traded in a stock exchange, they shall be transferred in accordance with the trading rules of the stock exchange.
Article 161 Registered corporate bonds shall be transferred by the bondholder by endorsement or by other means prescribed by laws and administrative regulations; After the transfer, the company shall record the name and domicile of the transferee in the counterfoil of corporate bonds.
The transfer of bearer corporate bonds takes effect after the bondholder delivers the bonds to the transferee.
Article 162 A listed company may, upon a resolution of the shareholders' general meeting, issue corporate bonds convertible into shares, and shall stipulate the specific conversion method in the corporate bond offering method. A listed company that issues convertible corporate bonds shall report to the securities regulatory authority under the State Council for approval.
When issuing convertible corporate bonds, the words "convertible corporate bonds" shall be indicated on the bonds, and the amount of convertible corporate bonds shall be indicated on the counterfoil of corporate bonds.
Article 163 Where convertible company bonds are issued, the company shall issue shares to the bondholders in accordance with its conversion method, but the bondholders have the option to convert shares or not convert shares.
Chapter VIII Finance and Accounting of the Company
Article 164 The Company shall establish its own financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.
Article 165 The Company shall prepare a financial report at the end of each fiscal year, which shall be audited by an accounting firm according to law.
Financial and accounting reports shall be prepared in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.
Article 166 A limited liability company shall submit its financial statements to all shareholders within the time limit prescribed in the articles of association.
The financial and accounting reports of a joint stock limited company shall be made available to the Company 20 days prior to the convening of the annual general meeting of shareholders for shareholders' reference; A joint stock limited company that publicly issues shares must make public its financial and accounting reports.
Article 167 When distributing the after tax profits of the current year, the Company shall allocate 10% of the profits to the Company's statutory reserve fund. If the accumulated amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it may no longer be drawn.
If the Company's statutory reserve fund is not sufficient to cover the losses of the previous year, the profits of the current year shall be used to cover the losses before the statutory reserve fund is drawn in accordance with the provisions of the preceding paragraph.
After the Company withdraws the statutory common reserve from the after tax profits, it may also withdraw the discretionary common reserve from the after tax profits upon the resolution of the shareholders' meeting or the shareholders' general meeting.
The remaining after tax profits after the Company has made up its losses and withdrawn its reserve fund shall be distributed by a limited liability company in accordance with the provisions of Article 35 of this Law; A joint stock limited company shall distribute according to the proportion of shares held by its shareholders, unless the articles of association of a joint stock limited company stipulate that it shall not distribute according to the proportion of shares held.
If the shareholders' meeting, shareholders' meeting or the board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up losses and draws statutory reserve fund, shareholders must return the profits distributed in violation of the provisions to the company.
The shares of the Company held by the Company shall not distribute profits.
Article 168 The premium from the issuance of shares by a joint stock limited company at a price higher than the par value of the shares and other income listed in the capital reserve as prescribed by the financial department of the State Council shall be listed as the company's capital reserve.
Article 169 The reserve fund of the Company shall be used to make up the Company's losses, expand the Company's production and operation or be converted into increased capital. However, the capital reserve shall not be used to cover the company's losses.
When the statutory reserve fund is converted into capital, the remaining amount of the statutory reserve fund shall not be less than 25% of the company's registered capital before the conversion.
Article 170 The appointment or dismissal of an accounting firm to undertake the audit business of the company shall be decided by the shareholders' meeting, shareholders' meeting or the board of directors in accordance with the provisions of the articles of association.
When the shareholders' meeting, shareholders' meeting or the board of directors of the Company votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions.
Article 171 The Company shall provide authentic and complete accounting vouchers, accounting books, financial reports and other accounting materials to the accounting firm it employs, and shall not refuse, conceal or make false statements.
Article 172 Except for the statutory accounting books, the Company shall not establish other accounting books.
The Company's assets shall not be deposited in an account opened in the name of any individual.
Chapter IX Merger, Division, Capital Increase and Capital Reduction of the Company
Article 173 The merger of the Company may take the form of merger by absorption or merger by new establishment.
A company's absorption of other companies is merger by absorption, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and the merging parties are dissolved.
Article 174 When a company is merged, the merging parties shall sign a merger agreement and prepare a balance sheet and an inventory of property. The Company shall notify its creditors within ten days from the date of making the merger resolution, and shall make an announcement in a newspaper within thirty days. Creditors may, within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off its debts or provide corresponding guarantees.
Article 175 When a company is merged, the creditor's rights and debts of all parties to the merger shall be inherited by the surviving company or the newly established company after the merger.
Article 176 When a company is divided, its property shall be divided accordingly.
For the division of the Company, a balance sheet and an inventory of property shall be prepared. The Company shall notify its creditors within ten days from the date of making the division resolution, and make an announcement in a newspaper within thirty days.
Article 177 The company after division shall be jointly and severally liable for its debts before division. However, unless otherwise agreed in a written agreement on debt settlement between the Company and its creditors before division.
Article 178 When the Company needs to reduce its registered capital, it must prepare a balance sheet and an inventory of property.
The Company shall notify its creditors within ten days from the date of making the resolution to reduce its registered capital, and shall make an announcement in a newspaper within thirty days. Creditors shall, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, have the right to require the company to pay off its debts or provide corresponding guarantees.
The registered capital of the Company after capital reduction shall not be less than the statutory minimum.
Article 179 When a limited liability company increases its registered capital, the capital contribution subscribed by its shareholders shall be made in accordance with the relevant provisions of this Law on capital contribution for the establishment of a limited liability company.
When a joint stock limited company issues new shares for the purpose of increasing its registered capital, the shareholders shall subscribe for new shares in accordance with the relevant provisions of this Law on the payment of share capital for the establishment of a joint stock limited company.
Article 180 Where a company merges or divides and its registered items change, it shall go through change registration with the company registration authority according to law; Where a company is dissolved, it shall cancel its registration according to law; Where a new company is to be established, the company establishment registration shall be carried out according to law.
Where a company increases or decreases its registered capital, it shall go through change registration with the company registration authority according to law.
Chapter X Dissolution and Liquidation of the Company
Article 181 The Company shall be dissolved for the following reasons:
（1） The business term specified in the Articles of Association expires or other causes for dissolution specified in the Articles of Association occur;
（2） The shareholders' meeting or shareholders' general meeting resolves to dissolve;
（3） Dissolution is required due to the merger or division of the Company;
（4） The business license is revoked, the company is ordered to close down or is canceled according to law;
（5） The people's court shall dissolve it in accordance with the provisions of Article 183 of this Law.
Article 182 Where a company is under the circumstance of Item (1) of Article 181 of this Law, it may survive by modifying its articles of association.
To amend the Articles of Association in accordance with the provisions of the preceding paragraph, a limited liability company must be approved by shareholders with more than two-thirds of the voting rights, and a joint stock limited company must be approved by shareholders with more than two-thirds of the voting rights attending the shareholders' meeting.
Article 183 Where a company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, which cannot be resolved by other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.
Article 184 Where a company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 181 of this Law, a liquidation group shall be formed within 15 days of the occurrence of the cause of dissolution to start liquidation. The liquidation group of a limited liability company shall be composed of shareholders, and the liquidation group of a joint stock limited company shall be composed of directors or persons determined by the shareholders' meeting. If a liquidation group is not formed to carry out liquidation within the time limit, the creditors may apply to the people's court to designate relevant personnel to form a liquidation group to carry out liquidation. The people's court shall accept the application and promptly organize a liquidation group to carry out liquidation.
Article 185 The liquidation group shall exercise the following functions and powers during liquidation:

（1） Liquidate the Company's assets and prepare balance sheets and inventory of assets respectively;
（2） Notify creditors by notice or public announcement;
（3） Handle the unsettled business of the Company related to liquidation;
（4） Pay off the taxes owed and the taxes incurred in the process of liquidation;
（5） Liquidation of claims and debts;
（6） Dispose of the remaining assets of the Company after paying off debts;
（7） Participate in civil litigation activities on behalf of the Company.
Article 186 The liquidation group shall notify the creditors within 10 days of its establishment, and make a public announcement in a newspaper within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if they have not received the notice.
When declaring the creditor's rights, the creditor shall explain the relevant matters of the creditor's rights and provide evidentiary materials. The liquidation group shall register the creditor's rights.
During the declaration of creditor's rights, the liquidation group shall not pay off the creditors.
Article 187 After liquidating the company's assets and preparing the balance sheet and inventory of assets, the liquidation group shall formulate a liquidation plan and submit it to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation.
The remaining property of the Company after paying the liquidation expenses, wages of employees, social insurance expenses and statutory compensation, paying the taxes owed and paying off the debts of the Company shall be distributed by a limited liability company according to the proportion of capital contribution of shareholders, and by a joint stock limited company according to the proportion of shares held by shareholders.
During the liquidation, the Company shall survive, but shall not carry out any business activities unrelated to the liquidation. The Company's property may not be distributed to shareholders before it is paid off in accordance with the preceding paragraph.
Article 188 After liquidating the company's assets and preparing the balance sheet and inventory of assets, if the liquidation group finds that the company's assets are not enough to pay off its debts, it shall apply to the people's court for bankruptcy according to law.
After the company is declared bankrupt by the people's court, the liquidation group shall transfer the liquidation matters to the people's court.
Article 189 After the liquidation of the company is completed, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of the company's registration, and announce the termination of the company.
Article 190 Members of the liquidation group shall be devoted to their duties and perform their liquidation obligations according to law.
Members of the liquidation group shall not take advantage of their functions and powers to accept bribes or other illegal income, or misappropriate the company's property.
If any member of the liquidation group causes any loss to the Company or its creditors due to his intentional misconduct or gross negligence, he shall be liable for compensation.
Article 191 Where a company is declared bankrupt according to law, bankruptcy liquidation shall be carried out in accordance with the law on enterprise bankruptcy.
Chapter XI Branches of Foreign Companies
Article 192 The term "foreign company" as used in this Law refers to a company established outside China in accordance with foreign laws.
Article 193 Where a foreign company intends to establish a branch within the territory of China, it must file an application with the Chinese competent authority, submit its articles of association, the company registration certificate of its home country and other relevant documents. After approval, it shall register with the company registration authority according to law and obtain a business license.
The measures for examination and approval of branches of foreign companies shall be separately formulated by the State Council.
Article 194 Where a foreign company establishes a branch within the territory of China, it must appoint a representative or agent in charge of the branch within the territory of China and allocate funds to the branch commensurate with its business activities.
Where it is necessary to prescribe a minimum amount of operating capital for a branch of a foreign company, it shall be separately prescribed by the State Council.
Article 195 A branch of a foreign company shall indicate in its name the nationality and form of liability of the foreign company.
A branch of a foreign company shall prepare the articles of association of the foreign company in its own office.
Article 196 A branch established by a foreign company within the territory of China does not have the status of a Chinese legal person.
A foreign company shall bear civil liability for the business activities of its branches within the territory of China.
Article 197 Branches of foreign companies established with approval must abide by Chinese laws in conducting business activities within the territory of China and may not harm the social and public interests of China, and their lawful rights and interests shall be protected by Chinese laws.
Article 198 When a foreign company cancels its branch within the territory of China, it must pay off its debts in accordance with the law and carry out liquidation in accordance with the provisions of this Law on company liquidation procedures. Before paying off the debts, the property of its branches may not be moved outside China.
Chapter XII Legal Liabilities
Article 199 Where a company, in violation of the provisions of this Law, obtains company registration by falsely reporting its registered capital, submitting false materials or concealing important facts by other fraudulent means, the company registration authority shall order it to rectify, and a company that falsely reports its registered capital shall be fined not less than 5 percent but not more than 15 percent of the amount of its registered capital falsely reported; A fine of not less than 50000 yuan but not more than 500000 yuan shall be imposed on a company that submits false materials or conceals important facts by other fraudulent means; If the circumstances are serious, the company registration shall be revoked or the business license shall be revoked.
Article 200 Where the promoters or shareholders of a company make false capital contributions, or fail to deliver or fail to deliver on time the monetary or non monetary properties used as capital contributions, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of false capital contributions.
Article 201 Where a promoter or shareholder of a company withdraws his capital contribution after the establishment of the company, the company registration authority shall order him to make corrections and impose a fine of not less than 5% but not more than 15% of the capital contribution withdrawn.
Article 202 Where a company, in violation of the provisions of this Law, establishes accounting books in addition to the statutory accounting books, the financial department of the people's government at or above the county level shall order it to make corrections and impose a fine of not less than 50000 yuan but not more than 500000 yuan.
Article 203 Where a company makes false records or conceals important facts in the financial and accounting reports and other materials provided to the relevant competent authorities according to law, the relevant competent authorities shall impose a fine of not less than 30000 yuan but not more than 300000 yuan on the persons directly in charge and other persons directly responsible.
Article 204 Where a company fails to draw the statutory reserve fund in accordance with the provisions of this Law, the financial department of the people's government at or above the county level shall order it to make up the amount it should draw, and may impose a fine of not more than 200,000 yuan on the company.
Article 205 Where a company fails to notify or make a public announcement to its creditors in accordance with the provisions of this Law during merger, division, reduction of registered capital or liquidation, the company registration authority shall order it to make corrections and impose a fine of not less than 10000 yuan but not more than 100000 yuan on the company.
Where a company conceals its property, makes false records in its balance sheet or inventory of property, or distributes the company's property before paying off its debts, the company registration authority shall order it to make corrections, and impose a fine of not less than 5 percent but not more than 10 percent on the company for concealing its property or distributing the company's property before paying off its debts; The person in charge and other persons directly responsible shall be fined not less than 10000 yuan but not more than 100000 yuan.
Article 206 Where a company conducts business activities unrelated to liquidation during liquidation, the company registration authority shall give a warning and confiscate the illegal income.
Article 207 Where the liquidation group fails to submit a liquidation report to the company registration authority in accordance with this Regulation, or the liquidation report conceals important facts or contains major omissions, the company registration authority shall order it to make corrections.
Where a member of the liquidation group takes advantage of his power to engage in malpractices for personal gain, seek illegal income or misappropriate the company's property, the company registration authority shall order him to return the company's property, confiscate the illegal income, and may impose a fine of not less than one time but not more than five times the illegal income.
Article 208 Where an institution undertaking asset evaluation, capital verification or verification provides false materials, the company registration authority shall confiscate the illegal income and impose a fine of not less than one time but not more than five times the illegal income, and the relevant competent department may order the institution to suspend business, revoke the qualification certificates of the directly responsible persons and revoke the business license according to law.
Where an institution undertaking asset appraisal, capital verification or verification provides a report with major omissions due to its negligence, the company registration authority shall order it to make corrections. If the circumstances are relatively serious, it shall be fined not less than one time but not more than five times its income, and the relevant competent department may, in accordance with law, order the institution to suspend business, revoke the qualification certificates of the persons directly responsible, and revoke its business license.
Where the institution responsible for asset appraisal, capital verification or verification causes losses to the creditors of the company due to the untruthfulness of the appraisal results, capital verification or verification certificates issued by it, it shall be liable for compensation within the amount of its appraisal or verification, unless it can prove that it is not at fault.
Article 209 Where the company registration authority registers an application for registration that does not meet the conditions prescribed by this Law, or does not register an application for registration that meets the conditions prescribed by this Law, the person directly in charge and other persons directly responsible shall be given administrative sanctions according to law.
Article 210 Where a superior department of the company registration authority compels the company registration authority to register an application that does not meet the conditions prescribed by this Law, or refuses to register an application that meets the conditions prescribed by this Law, or shields an illegal registration, the person in charge and other persons directly responsible shall be given administrative sanctions according to law.
Article 211 Where a company fails to register as a limited liability company or a joint stock limited company according to law, but falsely uses the name of a limited liability company or a joint stock limited company, or fails to register as a branch of a limited liability company or a joint stock limited company according to law, but falsely uses the name of a branch of a limited liability company or a joint stock limited company, the company registration authority shall order it to rectify or ban it, and may also impose a fine of not more than 100000 yuan.
Article 212 Where a company fails to commence business more than six months after its establishment without justifiable reasons, or suspends business on its own for more than six consecutive months after starting business, its business license may be revoked by the company registration authority.
Where a company's registered items are changed and the relevant change registration is not handled in accordance with the provisions of this Law, the company registration authority shall order the company to register within a time limit; If it fails to register within the time limit, it shall be fined not less than 10000 yuan but not more than 100000 yuan.
Article 213 Where a foreign company, in violation of the provisions of this Law, establishes a branch within the territory of China without authorization, the company registration authority shall order it to rectify or close down, and may also impose a fine of not less than 50000 yuan but not more than 200000 yuan.
Article 214 Where a company engages in serious illegal acts endangering national security and social and public interests in the name of the company, its business license shall be revoked.
Article 215 Where a company violates the provisions of this Law and should bear civil liability for compensation and pay fines and penalties, and its property is insufficient to pay, it shall bear civil liability for compensation first.
Article 216 If a violation of this Law constitutes a crime, criminal responsibility shall be investigated according to law.
Chapter XIII Supplementary Provisions
Article 217 For the purpose of this Law, the meanings of the following terms are as follows:
（1） The term "senior management personnel" refers to the manager, deputy manager, person in charge of finance of the company, secretary of the board of directors of a listed company and other personnel specified in the articles of association.
（2） Controlling shareholder refers to the shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Shareholders whose capital contribution or proportion of shares held is less than 50%, but their voting rights based on their capital contribution or shares held are enough to have a significant impact on the resolutions of the Shareholders' Meeting or the Shareholders' Meeting.
（3） The actual controller refers to a person who is not a shareholder of the company but can actually control the company's behavior through investment relations, agreements or other arrangements.
（4） Affiliation refers to the relationship between the controlling shareholders, actual controllers, directors, supervisors and senior managers of the Company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the Company's interests. However, the enterprises controlled by the state are not only related because they are controlled by the state.
Article 218 This Law shall apply to limited liability companies and joint stock limited companies with foreign investment; Where laws on foreign investment provide otherwise, such provisions shall apply.
Article 219 This Law shall enter into force as of January 1, 2006.