Chinesepod - Company Law of the People's Republic of China (revised in 2005)

BIZCHINA / Company laws

Company Law of the People's Republic of China (revised in 2005)

Updated: 2006-04-17 10:09

Article 93 The board of directors shall, within 30 days after the
establishment meeting ends, file an application for registration with the
company registration authority and submit the following documents to it:
(1) a company registration application;
(2) the records of the establishment meeting;
(3) the articles of association;
(4) a capital verification certification;
(5) the appointment documents and identity certificates of the legal
representative, directors and supervisors;
(6) the certifications for the juridical person or natural person status
of the initiators; and
(7) the certification on the domicile of the company. As for a joint
stock limited company established by stock floatation that makes public
stock offers, in additions to the aforementioned documents, it shall
submit to the company registration authority the approval document issued
by the securities regulatory institution of the State Council.

Article 94 After the establishment of a joint stock limited company, if
any of the initiators fails to make full payment for the capital
contributions as provided for in the articles of association, it shall
make up the arrears, and the other initiators shall bear joint
liabilities. After the establishment of a joint stock limited company, if
it is found that the actual value of the non-monetary properties used as
capital contributions for the establishment of the company is obviously
lower than that as prescribed in the articles of association, the
initiator who has made the capital contribution shall make up the
balance, and the other initiators shall bear joint liabilities.

Article 95 The initiators of a joint stock limited company shall bear the
following responsibilities:
(1) In the case of failure to establish the company, bearing joint
liabilities for the debts and expenses resulted from the
pre-establishment activities;
(2) In the case of failure to establish the company, bearing joint
liabilities for refunding the paid-in capital as well as the interests
thereof computed at the bank interest rate for the same period; and
(3) If the company's interest is injured in the course of its
establishment due to the negligence of the initiators, being liable for
making compensations to the company.

Article 96 Where a limited liability company is changed into a joint
stock limited company, the total amount of the paid-in capital shall be
not less than the total amount of the net assets. Where a limited
liability company is changed into a joint stock limited company, the
public offer stocks issued for the purpose of increasing the capital
shall comply with the law.

Article 97 A joint stock limited company shall prepare and keep in the
company the articles of association, register of the shareholders,
counterfoil of corporate bonds, records of the shareholders' meetings,
records of the meetings of the board of directors, records of the
meetings of the board of supervisors, and financial reports.

Article 98 The shareholders shall be entitled to refer to the articles of
association, register of the shareholders, counterfoil of corporate
bonds, records of the shareholders' meeting meetings, records of the
meetings of the board of directors, records of the meetings of the board
of supervisors and financial reports, and may bring forward proposals or
raise questions about the business operation of the company. Section 2
Shareholders' Meeting

Article 99 The shareholders' meeting of a joint stock limited company
shall comprise all the shareholders. It is the company's organ of power,
which shall exercise its authorities according to law.

Article 100 The provisions regarding the authorities of the shareholders'
meeting of a limited liability company as prescribed in the first
paragraph of
Article 38 of this law shall apply to the shareholders' meeting of a
joint stock limited company.

Article 101 An annual session of the shareholders' meeting shall be held
each year. Under any of the following circumstances, a temporary
shareholders' meeting shall be held within 2 months:
(1) The number of directors is less than two-thirds of the number of
directors as required by this law or the number of directors as
prescribed in the articles of association;
(2) The un-recovered losses of the company reach one-third of the total
pain-in capital;
(3) At the request of the shareholders separately or aggregately holding
10% or more of the company's shares;
(4) The board of directors deems it necessary;
(5) At the request of the board of supervisors; and
(6) Other circumstances as prescribed in the articles of association.

Article 102 A session of the shareholders' meeting shall be convened by
the board of directors and be presided over by the chairman of the board
of directors. If the chairman is unable or fails to perform his duties,
the meetings thereof shall be presided over by the deputy chairman of the
board of directors. If the deputy chairman of the board of directors is
unable or fails to perform his duties, the meetings shall be presided
over by a director jointly recommended by half or more of the directors.
If the board of directors or the acting director is unable or fails to
fulfill the obligation of convening the meetings of the shareholders'
meeting, the board of supervisors shall convene and preside over such
meetings. If the board of supervisors does not convene or preside over
such meetings, the shareholders separately or aggregately holding 1/10 or
more of the shares may convene and preside over such meetings on their
own initiative.

Article 103 As for a shareholders' meeting to be held, a notice shall be
given to every shareholder 20 days in advance, which shall state the time
and place of the meeting as well as the matters to be deliberated at the
meeting. As for a temporary meeting of the shareholders' meeting, a
notice shall be given to every shareholder 15 days in advance. As for the
issue of unregistered stocks, the time and place of the meeting as well
as the matters to be deliberated at the meeting shall be announced 30
days in advance.
The shareholders separately or aggregately holding 3% or more of the
shares of the company may put forward a written temporary proposal to the
board of directors 10 days before a shareholders' meeting is held. The
board of directors may notify other shareholders within 2 days and submit
the temporary proposal to the meeting of the shareholders' meeting for
deliberation. The contents of a temporary proposal shall fall within the
scope to be decided by the shareholders' meeting, and the temporary
proposal shall have a clear topic for discussion and matters to be
decided. The shareholders' meeting shall not make any decision on any
matter not listed in the notice as mentioned in the preceding two
paragraphs. If the holders of unregistered stocks attend the
shareholders' meeting, they shall have their stocks preserved in the
company during the period from 5 days before the meeting is held to the
day when the shareholders' meeting is closed.

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