公司法简读 Simple Reading on Company Law

Abstract: Company plays an important role in market economy. Businessmen Company Law is a law that businessmen shall not neglect.


(Note: If you are interested in this detail, please contact me or e-mail to sdhmyan@hotmail.com)


概述

1．公司法所称公司是指依照本法在中国境内设立的有限责任公司和股份有限公司。
The Term "company" referred to in Company Law shall mean a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.
2. 公司是企业法人，有独立的法人财产，享有法人财产权。公司以其全部财产对公司的债务承担责任。
A company is an enterprise legal person, has independent property of legal person, and shall enjoy the right to the entire property of the legal person. A company shall be liable for its debts to the extent of all its assets.
3. 依法设立的公司，由公司登记机关发给公司营业执照。公司营业执照签发日期为公司成立日期。
The company registration authority shall issue a business license to a company incorporated according to law. The date of the issuance of the company's business license shall be the date of the incorporation of the company.
4. 有限责任公司变更为股份有限公司的，或者股份有限公司变更为有限责任公司的，公司变更前的债权、债务由变更后的公司承继。
If a limited liability company is to be converted into a joint stock limited company, it shall satisfy the requirements for a joint stock limited company stipulated by Company Law. If a joint stock limited company is to be converted into a limited liability company, it shall satisfy the requirements for a limited liability company stipulated by Company Law.
5. 公司以其主要办事机构所在地为住所。
A company's domicile shall be the place where its main administrative organization is located.
6. 公司法定代表人依照公司章程的规定，由董事长、执行董事或者经理担任，并依法登记。
The post of a company's legal representative shall be held by the chairman of the board of directors, executive director or the manager of the company and shall be registered according to law.
7. 公司可以设立分公司。设立分公司，应当向公司登记机关申请登记，领取营业执照。分公司不具有法人资格，其民事责任由公司承担。
公司可以设立子公司，子公司具有法人资格，依法独立承担民事责任。
A company may establish branches. The company shall, if establishing branches apply to the company registration authority for registration of the establishment and acquire the business license of the branches. The branches do not possess the status of legal person and their civil liabilities shall be borne by the company.

A company may establish subsidiaries, which shall possess the status of legal person, and shall independently bear civil liabilities according to law.
8. 公司可以向其他企业投资；但是，除法律另有规定外，不得成为对所投资企业的债务承担连带责任的出资人。
A company may invest in other enterprises; provided that, the company shall not become the investor undertaking the joint and several liability for the debts of the invested enterprises, except as otherwise provided by laws.
9. 公司向其他企业投资或者为他人提供担保，依照公司章程的规定，由董事会或者股东会、股东大会决议；公司章程对投资或者担保的总额及单项投资或者担保的数额有限额规定的，不得超过规定的限额。
公司为公司股东或者实际控制人提供担保的，必须经股东会或者股东大会决议。
前款规定的股东或者受前款规定的实际控制人支配的股东，不得参加前款规定事项的表决。该项表决由出席会议的其他股东所持表决权的过半数通过。
Where a company is to invest in other enterprise or provide guarantee for others, it shall be decided by the board of directors or the shareholders meeting or the shareholders general meeting in accordance with the provisions of its articles of association; if the articles of association of the company stipulate the limit of the total amount of the investment or the guarantee, or the amount of the investment or the guarantee in single item, then, the limit shall not be exceeded.
If a company is to provide guarantee for its shareholders or actual controllers, it shall be decided by the shareholders meeting or the shareholders general meeting.
The shareholders as provided in the preceding Paragraph and the shareholders controlled by the actual controllers as provided in the preceding Paragraph shall not participate in the voting for the matter provided in the preceding Paragraph. Such voting shall be passed based on more than half of the voting rights held by other shareholders attending the meeting.
10. 公司股东滥用股东权利给公司或者其他股东造成损失的，应当依法承担赔偿责任。
公司股东滥用公司法人独立地位和股东有限责任，逃避债务，严重损害公司债权人利益的，应当对公司债务承担连带责任。
The shareholders, who abuse their rights so as to cause losses to the company or other shareholders, shall undertake the liability for compensation.
If the shareholders of a company abuse the independent status of corporate legal person and shareholders' limited liability to avoid debts and damage the interests of the company's creditors, they shall undertake the joint and several liability for the company's debts.
11. 公司股东会或者股东大会、董事会的决议内容违反法律、行政法规的无效。
股东会或者股东大会、董事会的会议召集程序、表决方式违反法律、行政法规或者公司章程，或者决议内容违反公司章程的，股东可以自决议作出之日起六十日内，请求人民法院撤销。
股东依照前款规定提起诉讼的，人民法院可以应公司的请求，要求股东提供相应担保。
公司根据股东会或者股东大会、董事会决议已办理变更登记的，人民法院宣告该决议无效或者撤销该决议后，公司应当向公司登记机关申请撤销变更登记。
The contents in the resolutions of the shareholders meeting or the shareholders general meeting or the board of directors of a company, if in violation of the laws or administrative regulations, shall be null and void.
If the procedure for convening meetings or the voting method of the shareholders meeting or the shareholders general meeting or the board of directors of a company are in violation of the laws, administrative regulations or the articles of association of the company, or the contents in the resolutions thereof are in violation of the articles of association, the shareholders of the company may, within 60 days upon the date of making the resolution, request the people's court to cancel them.
If the shareholders bring a lawsuit in accordance with the provisions of the preceding Paragraph, the people's court may, upon the request the company, require the shareholders to provide the relevant guarantee.
If the company has handled the procedure for registration of change in accordance with such resolutions of its shareholders meeting or the shareholders general meeting or the board of directors, the people's court shall declare such resolutions invalid, or, after such resolutions are cancelled, the company shall apply to the company registration authority for cancellation of the registration of change.

有限责任公司的设立
一、设 立
1. 有限责任公司由五十个以下股东出资设立。
A limited liability company shall be jointly invested in and incorporated by not more than 50 shareholders.
2. 有限责任公司的注册资本为在公司登记机关登记的全体股东认缴的出资额。公司全体股东的首次出资额不得低于注册资本的百分之二十，也不得低于法定的注册资本最低限额，其余部分由股东自公司成立之日起两年内缴足；其中，投资公司可以在五年内缴足。 有限责任公司注册资本的最低限额为人民币三万元。法律、行政法规对有限责任公司注册资本的最低限额有较高规定的，从其规定。
The registered capital of a limited liability company shall be the amount of the capital contributions subscribed for by all of its shareholders as registered with the company registration authority. The amount of initial capital contributions paid by all the shareholders of the company shall not be less than 20% of the registered capital of the company nor less than the statutory minimum amount of registered capital, and the remaining of the registered capital may be paid up by the shareholders within two year upon the incorporation of the company, provided that, in case of a investment company, it may be paid up within five years upon the incorporation of the company.
The minimum amount of the registered capital of a limited liability company shall be RMB 30,000. If a higher minimum amount of the registered capital of a limited liability company than that as stipulated in the preceding sentence is provided by laws or administrative regulations, such provisions shall prevail.
3. 股东可以用货币出资，也可以用实物、知识产权、土地使用权等可以用货币估价并可以依法转让的非货币财产作价出资；但是，法律、行政法规规定不得作为出资的财产除外。 对作为出资的非货币财产应当评估作价，核实财产，不得高估或者低估作价。法律、行政法规对评估作价有规定的，从其规定。全体股东的货币出资金额不得低于有限责任公司注册资本的百分之三十。
A shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects, intellectual property rights, land-use rights at their appraised value that may be evaluated in currency and may be transferred according to law; except those properties that shall not be contributed as capital in accordance with the provisions of laws or administrative regulations.
The non-currency property contributed as capital shall undergo an appraisal, valuation and verification, and shall not be overvalued or undervalued. If the appraisal and valuation of such property is provided by laws or administrative regulations, such provisions shall apply.
The amount of capital contribution in currency by all shareholders shall not be less than 30% of the registered capital of the limited liability company.
4. 股东应当按期足额缴纳公司章程中规定的各自所认缴的出资额。股东以货币出资的，应当将货币出资足额存入有限责任公司在银行开设的账户；以非货币财产出资的，应当依法办理其财产权的转移手续。 股东不按照前款规定缴纳出资的，除应当向公司足额缴纳外，还应当向已按期足额缴纳出资的股东承担违约责任。
Each shareholder shall make in full the amount of the capital contribution subscribed for by it under the articles of association of the company. Where a shareholder makes its capital contribution in currency, it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company. Where a shareholder makes its capital contribution in the form of non-currency property, the transfer procedures for the property rights shall be handled according to law.
Shareholders failing to make the capital contributions in accordance with the preceding Paragraph shall be liable for breach of contract towards the shareholders who have made their capital contributions in full and on time.
5．有限责任公司成立后，发现作为设立公司出资的非货币财产的实际价额显著低于公司章程所定价额的，应当由交付该出资的股东补足其差额；公司设立时的其他股东承担连带责任。
Where, after the incorporation of a limited liability company, it is discovered that the actual value of the non-currency property as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the deficiency; those who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefore.
6．有限责任公司成立后，应当向股东签发出资证明书。
After a limited liability company has been incorporated, it shall issue capital contribution certificates to its shareholders.
7．股东有权查阅、复制公司章程、股东会会议记录、董事会会议决议、监事会会议决议和财务会计报告。股东可以要求查阅公司会计账簿。股东要求查阅公司会计账簿的，应当向公司提出书面请求，说明目的。公司有合理根据认为股东查阅会计账簿有不正当目的，可能损害公司合法利益的，可以拒绝提供查阅，并应当自股东提出书面请求之日起十五日内书面答复股东并说明理由。公司拒绝提供查阅的，股东可以请求人民法院要求公司提供查阅。
A shareholder shall have the right to look up and copy the articles of association, the minutes of shareholders meetings, the resolutions of the meeting of the board of directors, the resolutions of the meetings of the supervisory board and the financial statements of the company.
The shareholders may require looking up the accounting books of the company. A shareholder shall, if requiring looking up the accounting books of the company, submit to the company a written request specifying the purpose. If the company reasonably holds that the shareholder's request for looking up the accounting books is for undue purpose and may damage the legal interests of the company, it may refuse to provide the access to the accounting books, and shall, within 15 days upon its receipt of the shareholder's written request, give to the shareholder a written reply specifying the reason. If the company refuses to provide the access to the accounting books, the shareholder may request the people's court to require the company to provide the access to the accounting books.
8． 股东按照实缴的出资比例分取红利；公司新增资本时，股东有权优先按照实缴的出资比例认缴出资。但是，全体股东约定不按照出资比例分取红利或者不按照出资比例优先认缴出资的除外。
Shareholders shall draw dividends in proportion to their paid-up capital contributions. Where a company increases capital, the existing shareholders shall have the priority to subscribe for new shares in proportion to their paid-up capital contributions, except as otherwise agreed by all the shareholders.

二、组织机构
1．有限责任公司股东会由全体股东组成。股东会是公司的权力机构，依照公司法行使职权。
The shareholders meeting of a limited liability company shall be composed of all the shareholders. The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with Company Law.
2.对所列职权事项股东以书面形式一致表示同意的，可以不召开股东会会议，直接作出决定，并由全体股东在决定文件上签名、盖章。
If all the shareholders reach a written agreement upon the matters as listed in Company Law, then a decision may be made directly instead of convening the shareholders meeting, and in such case, all the shareholders shall sign and affix their seals on the written decision.
3. 首次股东会会议由出资最多的股东召集和主持，依照公司法规定行使职权。
The first shareholders meeting of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with Company Law.
4.股东会会议分为定期会议和临时会议。定期会议应当依照公司章程的规定按时召开。代表十分之一以上表决权的股东，三分之一以上的董事，监事会或者不设监事会的公司的监事提议召开临时会议的，应当召开临时会议。
Shareholders meetings shall be divided into regular meetings and interim meetings. Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company. Interim shareholders meetings shall be convened upon proposal made by shareholders representing one-tenth or more of the voting rights, or, by one-third or more of directors or by the supervisory board or by the supervisors of the company having no the supervisory board.
5. 有限责任公司设立董事会的，股东会会议由董事会召集，董事长主持；董事长不能履行职务或者不履行职务的，由副董事长主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事主持。有限责任公司不设董事会的，股东会会议由执行董事召集和主持。董事会或者执行董事不能履行或者不履行召集股东会会议职责的，由监事会或者不设监事会的公司的监事召集和主持；监事会或者监事不召集和主持的，代表十分之一以上表决权的股东可以自行召集和主持。
Where a limited liability company has set up a board of directors, its shareholders meetings shall be convened by the board of directors and presided over by the chairman of the board. Where special circumstances preclude the chairman of the board from performing his functions, the meetings shall be presided over by a vice-chairman; if the vice-chairman cannot or fails to perform his function, the meetings shall be presided over by a director elected by half or more of the directors.
Where a limited liability company has not set up a board of director, the shareholders meetings shall be convened and presided over by the executive director.
If the board of directors or the executive director of the company cannot or fails to perform the functions to convene the shareholders meetings, then the supervisory board or the supervisors of the company having no the supervisory board shall be responsible for convening and presiding over the shareholders meetings; if the supervisory board or the supervisors fail to convene and preside over the shareholders meeting, the shareholders representing one-tenth voting rights may convene and preside over the shareholders meeting at their own discretion.
6. 股东会会议由股东按照出资比例行使表决权；但是，公司章程另有规定的除外。
Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, except as otherwise provided in the articles of association of the company.
7.股东会的议事方式和表决程序，除公司法有规定的外，由公司章程规定。股东会会议作出修改公司章程、增加或者减少注册资本的决议，以及公司合并、分立、解散或者变更公司形式的决议，必须经代表三分之二以上表决权的股东通过。
The rules of deliberation and voting procedures of the shareholders meeting shall, except otherwise provided for by Company Law, be stipulated by the articles of association of the company.
Resolutions of the shareholders meeting on the increase or reduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.
8.有限责任公司设董事会，其成员为三人至十三人；但是，公司法另有规定的除外。两个以上的国有企业或者两个以上的其他国有投资主体投资设立的有限责任公司，其董事会成员中应当有公司职工代表；其他有限责任公司董事会成员中可以有公司职工代表。董事会中的职工代表由公司职工通过职工代表大会、职工大会或者其他形式民主选举产生。董事会设董事长一人，可以设副董事长。董事长、副董事长的产生办法由公司章程规定。
A limited liability company shall have a board of directors, which shall be composed of three to 13 members.

Except as otherwise provided in Comapny Law, The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. Such representative of the staff and workers shall be democratically elected by the staff and workers of the company through the staff and workers congress, workers' assembly or other forms.
A board of directors shall have a chairman and may have vice-chairmen. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.
9 董事任期由公司章程规定，但每届任期不得超过三年。董事任期届满，连选可以连任。董事任期届满未及时改选，或者董事在任期内辞职导致董事会成员低于法定人数的，在改选出的董事就任前，原董事仍应当依照法律、行政法规和公司章程的规定，履行董事职务。
The rules of deliberation and voting procedures of the Board of directors shall, except as otherwise provided for by this Law, be stipulated by the articles of association of the company.
The board meeting shall keep minutes of decisions on matters discussed at it; directors present at the meeting shall sign the minutes. The voting of the board meeting shall practice the system of one man, one vote.
10. 董事会会议由董事长召集和主持；董事长不能履行职务或者不履行职务的，由副董事长召集和主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事召集和主持。
Meetings of the board of directors shall be convened and presided over by the chairman of the board. If the chairman cannot or fails to perform his function, the meeting shall be convened and presided over by a vice-chairman; if the vice-chairman cannot or fails to perform his function, the meeting shall be convened and presided over by a director elected by half or more of the directors.
11. 董事会决议的表决，实行一人一票。
The voting of the board meeting shall practice the system of one man, one vote.
12.有限责任公司可以设经理，由董事会决定聘任或者解聘。
A limited liability company shall have a manager, who shall be appointed or dismissed by the board of directors.
13.股东人数较少或者规模较小的有限责任公司，可以设一名执行董事，不设董事会。执行董事可以兼任公司经理。
Where a limited liability company has a small number of shareholders or is comparatively small in scale, it may have an executive director instead of a board of directors. The executive director may concurrently serve as the manager of the company.
14. 有限责任公司设监事会，其成员不得少于三人。股东人数较少或者规模较小的有限责任公司，可以设一至二名监事，不设监事会。监事会应当包括股东代表和适当比例的公司职工代表，其中职工代表的比例不得低于三分之一，具体比例由公司章程规定。监事会中的职工代表由公司职工通过职工代表大会、职工大会或者其他形式民主选举产生。监事会设主席一人，由全体监事过半数选举产生。监事会主席召集和主持监事会会议；监事会主席不能履行职务或者不履行职务的，由半数以上监事共同推举一名监事召集和主持监事会会议。董事、高级管理人员不得兼任监事。
A limited liability company shall have a supervisory board composed of no less than three members. Where a limited liability company has a small number of shareholders or is comparatively small in scale, it may have one or two supervisors instead of a supervisory board.
The supervisory board shall be composed of representatives of the shareholders and an appropriate proportion of the staff and workers of the company, among which, the proportion of the staff and workers shall not be less than one-third and the exact proportion shall be stipulated in the articles of association of the company. The representatives of the staff and workers in the supervisory board shall be democratically elected by the staff and workers of the company through the staff and workers congress, workers' assembly or other forms.
The supervisory board shall have a chairman who shall be elected by more than half of all supervisors. The chairman of the supervisory board shall convene and preside over the meetings of the supervisory board; if the chairman cannot or fails to perform his function, the meetings shall be convened and presided over by a supervisor elected by more than half of the supervisor.
Directors and senior executives of the company shall not concurrently serve as supervisors.
15. 监事的任期每届为三年。监事任期届满，连选可以连任。监事任期届满未及时改选，或者监事在任期内辞职导致监事会成员低于法定人数的，在改选出的监事就任前，原监事仍应当依照法律、行政法规和公司章程的规定，履行监事职务。
The term of office of a supervisor shall be three years. A supervisor may, if reflected upon expiration of his term of office, serve consecutive terms.
If the members of the supervisory board are less than the quorum because reselection is not timely conducted upon expiry of the tem office of a supervisor, or a supervisor resigns during his term of office, then, before the reselected supervisor takes his office, the original supervisor shall, in accordance with the provisions of laws, administrative regulations and the articles of association, perform supervisor's function.
16. 监事可以列席董事会会议，并对董事会决议事项提出质询或者建议。监事会、不设监事会的公司的监事发现公司经营情况异常，可以进行调查；必要时，可以聘请会计师事务所等协助其工作，费用由公司承担。
The supervisors may attend the meetings of the board of directors as non-voting attendees, and may bring enquiry and suggestion on the matters decided by the board of directors.
The supervisory board or the supervisor of the company having no the supervisory board may, in case finding the business situation of the company abnormal, conduct investigation, and, if necessary, may engage any accountant's firm to assist its work at the expenses of the company.
17.监事会每年度至少召开一次会议，监事可以提议召开临时监事会会议。
The meeting of the supervisory board shall be convened at least once each year, and the supervisors may propose to convene interim meeting of the supervisory board.

三、一人有限责任公司的特别规定
1.一人有限责任公司，是指只有一个自然人股东或者一个法人股东的有限责任公司。
A "One-person limited liability company" shall mean a limited liability company that has only one shareholder of natural person or legal person.
2.一人有限责任公司的注册资本最低限额为人民币十万元。股东应当一次足额缴纳公司章程规定的出资额。一个自然人只能投资设立一个一人有限责任公司。该一人有限责任公司不能投资设立新的一人有限责任公司。
The minimum amount of registered capital of a one-person limited liability company shall be RMB 100,000. The shareholder of the company shall, in a lump sum and in full, pay the amount of capital contribution as provided in the articles of association.
One natural person may invest to establish only one one-person limited liability company. Such one-person limited liability company shall not invest to establish another one-person limited liability company.
3.一人有限责任公司不设股东会。股东作出决定时，应当采用书面形式，并由股东签名后置备于公司。
Any one-person limited liability company shall not have a shareholder meeting. The shareholder shall, when making the decisions, adopt the form in writing and keep them in the company after they being signed by the shareholder.
4.一人有限责任公司应当在每一会计年度终了时编制财务会计报告，并经会计师事务所审计。
At the end of each fiscal year, any one-person limited liability company shall compile the financial statements that shall be audited by an accounting firm.
5.一人有限责任公司的股东不能证明公司财产独立于股东自己的财产的，应当对公司债务承担连带责任。
If the shareholder of a one-person limited liability company cannot prove that the property of the company is independent of the shareholder's own property, the shareholder shall bear the joint and several liabilities for the company's debts.

四、国有独资公司的特别规定
1.国有独资公司，是指国家单独出资、由国务院或者地方人民政府授权本级人民政府国有资产监督管理机构履行出资人职责的有限责任公司。
A wholly State-owned company shall mean a limited liability company invested solely by the State, and the investor's functions of which are performed by the State-owned assets supervision and administration authority of the people's government at the corresponding level under the entrustment of the State Council or the local people's government.
2. 国有独资公司章程由国有资产监督管理机构制定，或者由董事会制订报国有资产监督管理机构批准。
The articles of association of a wholly State-owned company shall be formulated by the competent State-owned assets supervision and administration authority, or be formulated by the board of directors of the company and submitted for the approval of the competent State-owned assets supervision and administration authority.
3.国有独资公司不设股东会，由国有资产监督管理机构行使股东会职权。国有资产监督管理机构可以授权公司董事会行使股东会的部分职权，决定公司的重大事项，但公司的合并、分立、解散、增加或者减少注册资本和发行公司债券，必须由国有资产监督管理机构决定；其中，重要的国有独资公司合并、分立、解散、申请破产的，应当由国有资产监督管理机构审核后，报本级人民政府批准。前款所称重要的国有独资公司，按照国务院的规定确定。
A wholly State-owned company shall not have a shareholder meeting, and the competent State-owned assets supervision and administration authority shall exercise the functions and powers of the shareholder meeting. The competent State-owned assets supervision and administration authority may authorize the board of directors of the company to exercise part of the functions and powers of the shareholder meeting and to make decisions on important matters of the company. However, the merger, division, dissolution, increase and reduction of capital, and issuance of company bonds must be decided by the competent State-owned assets supervision and administration authority; among which, the merger, division, dissolution, application for bankruptcy of any major wholly State-owned company shall, upon the examination and approval of the competent State-owned assets supervision and administration authority, submitted to the people's government at the corresponding level for approval.
The major wholly State-owned company referred to in the preceding Paragraph shall be defined according to the provisions of the State Council.
4.国有独资公司设董事会。董事每届任期不得超过三年。董事会成员中应当有公司职工代表。董事会成员由国有资产监督管理机构委派；但是，董事会成员中的职工代表由公司职工代表大会选举产生。董事会设董事长一人，可以设副董事长。董事长、副董事长由国有资产监督管理机构从董事会成员中指定。
A wholly State-owned company shall have a board of directors. Each term of office of the board of directors shall not exceed three years. The board of directors shall include representatives of the staff and workers of the company.
The members of the board of directors shall be appointed by the competent State-owned assets supervision and administration authority; provided that, the representatives of the staff and workers on the board of directors shall be elected by the staff and workers congress.
The board of directors shall have a chairman and may have vice-chairmen. The chairman and vice-chairmen shall be appointed by the competent State-owned assets supervision and administration authority from the members of the board of directors.
5.国有独资公司设经理，由董事会聘任或者解聘。
经国有资产监督管理机构同意，董事会成员可以兼任经理。
A wholly State-owned company shall have a manager, who shall be engaged and dismissed by the board of directors.
A member of the board of directors may, subject to the consent of the competent State-owned assets supervision and administration authority, serve concurrently as manager.
6.国有独资公司的董事长、副董事长、董事、高级管理人员，未经国有资产监督管理机构同意，不得在其他有限责任公司、股份有限公司或者其他经济组织兼职。
The chairman, vice-chairmen and directors of the board of directors and the senior executives of a wholly State-owned company shall not, without the consent of the competent State-owned assets supervision and administration authority, serve concurrently a post in other limited liability companies, joint-stock limited companies or other business organizations.
7.国有独资公司监事会成员不得少于五人，其中职工代表的比例不得低于三分之一，具体比例由公司章程规定。监事会成员由国有资产监督管理机构委派；但是，监事会成员中的职工代表由公司职工代表大会选举产生。监事会主席由国有资产监督管理机构从监事会成员中指定。
The members of the supervisory board of a wholly State-owned company shall be no less than five persons, among which, the proportion of the representatives of the staff and workers shall not be less than one-third and the exact proportion shall be stipulated in the articles of association of the company.
The members of the supervisory board shall be appointed by the competent State-owned assets supervision and administration authority; provided that, the representatives of the staff and workers on the supervisory board shall be elected at the staff and workers congress of the company. The chairman of the supervisory board shall be appointed by the competent State-owned assets supervision and administration authority from the members of the supervisory board.


有限责任公司的股权转让
1.有限责任公司的股东之间可以相互转让其全部或者部分股权。股东向股东以外的人转让股权，应当经其他股东过半数同意。股东应就其股权转让事项书面通知其他股东征求同意，其他股东自接到书面通知之日起满三十日未答复的，视为同意转让。其他股东半数以上不同意转让的，不同意的股东应当购买该转让的股权；不购买的，视为同意转让。经股东同意转让的股权，在同等条件下，其他股东有优先购买权。两个以上股东主张行使优先购买权的，协商确定各自的购买比例；协商不成的，按照转让时各自的出资比例行使优先购买权。
公司章程对股权转让另有规定的，从其规定。
The shareholders of a limited liability company may transfer among themselves all or part of their stock ownership.
Where a shareholder intends to transfer its stock ownership to persons who are not shareholders of the company, the consent of over half of all the shareholders must be secured. Such shareholder shall notify in writing other shareholders for consent of the matter on the transfer of its stock ownership, and, if the other shareholders fail to give a reply within 30 days upon their receipt of such written notice, they shall be deemed to have consented to such transfer. If over half of the other shareholders disapprove such transfer, then, those shareholders disapproving the transfer shall purchase the stock ownership to be transferred. If such shareholders do not make the purchase, they shall be deemed to have consented to the transfer.
Under equal conditions, the other shareholders shall have the priority to purchase the stock ownership to be transferred with the consent of the shareholders. If two or more shareholders claim to exercise the priority, they shall, through consultation, determine the respective proportion of purchase; failing which, they shall exercise the priority in proportion to their respective capital contributions at the time of the transfer.
If the transfer of stock ownership is otherwise provided in the articles of association, such provisions shall apply.
2.人民法院依照法律规定的强制执行程序转让股东的股权时，应当通知公司及全体股东，其他股东在同等条件下有优先购买权。其他股东自人民法院通知之日起满二十日不行使优先购买权的，视为放弃优先购买权。
When the people's court transfers the stock ownership of a shareholder of a limited liability company in accordance with the enforcement procedures as stipulated by laws, it shall notify the company and all of its shareholders, and in such case, other shareholders shall have the priority to purchase the stock ownership under equal conditions. If other shareholders fail to exercise their priority to purchase within 20 days upon the date of the notice of the people's court, they shall be deemed to have waived their priority to purchase.
3.有下列情形之一的，对股东会该项决议投反对票的股东可以请求公司按照合理的价格收购其股权：　
(1)公司连续五年不向股东分配利润，而公司该五年连续盈利，并且符合公司法规定的分配利润条件的；
(2)公司合并、分立、转让主要财产的；
(3)公司章程规定的营业期限届满或者章程规定的其他解散事由出现，股东会会议通过决议修改章程使公司存续的。　　自股东会会议决议通过之日起六十日内，股东与公司不能达成股权收购协议的，股东可以自股东会会议决议通过之日起九十日内向人民法院提起诉讼。
Under any of the following conditions, any shareholder, who casts a negative vote against such resolution of the shareholders meeting, may require the company to purchase his stock ownership at a reasonable price:
(1) where the company fails to distribute profits to its shareholders for continuous five years, while the company has been continuously profitable for such five years and meets the conditions on distribution of profits as stipulated in Company Law;
(2) where the company merges, divides or transfers its substantial assets; or
(3) where the term of operation of the company expires as stipulated in the articles of association or other events occur for dissolution as stipulated in the articles of association, while the shareholders meeting adopts a resolution on revision of the articles of association to make the company continue to exist.
If, within 60 days upon the date of adoption of the resolution of the shareholders meeting, the shareholders and the company cannot reach an agreement upon purchase of the stock ownership the shareholders may bring a lawsuit in the people's court within 90 days upon the date of adoption of the resolution of the shareholders meeting.
4.自然人股东死亡后，其合法继承人可以继承股东资格；但是，公司章程另有规定的除外。
After a natural person shareholder is deceased, his legitimate heir may succeed to his shareholder qualification; except as otherwise provided in the articles of association of the company.

股份有限公司的设立和组织机构
一、设立
1．股份有限公司的设立，可以采取发起设立或者募集设立的方式。
Joint stock limited companies may be incorporated by means of sponsorship or by means of share offer.
2、设立股份有限公司，应当有二人以上二百人以下为发起人，其中须有半数以上的发起人在中国境内有住所。
To incorporate a joint stock limited company, there shall be not less than two and not more than 200 sponsors, of which more than half must have their domicile within the territory of the People's Republic of China.
3．股份有限公司采取发起设立方式设立的，注册资本为在公司登记机关登记的全体发起人认购的股本总额。公司全体发起人的首次出资额不得低于注册资本的百分之二十，其余部分由发起人自公司成立之日起两年内缴足；其中，投资公司可以在五年内缴足。在缴足前，不得向他人募集股份。股份有限公司采取募集方式设立的，注册资本为在公司登记机关登记的实收股本总额。股份有限公司注册资本的最低限额为人民币五百万元。法律、行政法规对股份有限公司注册资本的最低限额有较高规定的，从其规定。
Where a joint stock limited company is incorporated by means of sponsorship, the registered capital shall be the total amount of the share capital subscribed for by all sponsors and registered with the company registration authority. The amount of initial capital contributions of all sponsors shall not be less than 20% of the registered capital, and the remaining of the registered capital may be paid up by the sponsors within two year upon incorporation of the company; provided that, in case of a investment company, it may be paid up within five years upon incorporation of the company. Prior to full payment of the registered capital, the company shall not offer shares to others.
Where a joint stock limited company is incorporated by means of share offer, the registered capital shall be the total amount of the paid-up share capital registered with the company registration authority.
The minimum amount of the registered capital of a join stock limited company shall be RMB 5,000,000. If a higher minimum amount of the registered capital of a joint stock limited company is provided by laws or administrative regulations, such provisions shall prevail.
4．以发起设立方式设立股份有限公司的，发起人应当书面认足公司章程规定其认购的股份；一次缴纳的，应即缴纳全部出资；分期缴纳的，应即缴纳首期出资。以非货币财产出资的，应当依法办理其财产权的转移手续。发起人不依照前款规定缴纳出资的，应当按照发起人协议承担违约责任。发起人首次缴纳出资后，应当选举董事会和监事会，由董事会向公司登记机关报送公司章程、由依法设定的验资机构出具的验资证明以及法律、行政法规规定的其他文件，申请设立登记。
Where a joint stock limited company is incorporated by means of sponsorship, the sponsors shall confirm in full and in writing their subscription of the shares to be issued to them according to the articles of association of the company; in case of payment in a lump sum, all capital contributions shall be paid up immediately; in case of payment in installments, the initial capital contribution shall be paid up immediately. If the capital contributions are made in non-currency, the transfer procedures for property rights shall be handled according to law.
If the sponsors fail to pay their capital contribution in accordance with the provisions of the preceding Paragraph, they shall undertake the liability for breach of contract in accordance with the sponsors' agreement.
After the sponsors make their initial capital contributions, they shall elect the board of directors and supervisory board. The board of directors shall submit the articles of association of the company, capital verification certificate issued by the capital verification institution established according to law
and other documents required by laws or administrative regulations to the company registration authority for registration of incorporation.
5．以募集设立方式设立股份有限公司的，发起人认购的股份不得少于公司股份总数的百分之三十五；但是，法律、行政法规另有规定的，从其规定。
Where a joint stock limited company is incorporated by means of share offer, the shares subscribed for by the sponsors shall not be less than 35% of the total amount of the company's shares; except as otherwise provided by laws or administrative regulations.
6．发起人向社会公开募集股份，必须公告招股说明书，并制作认股书。
Where shares are to be offered to the general public, the sponsors must publish the company's prospectus on share offer and prepare subscription forms.
7．发起人向社会公开募集股份，应当由依法设立的证券公司承销，签订承销协议。
When sponsors offer shares to the public, the shares shall be distributed by a securities company established according to law, with which a distribution agreement shall be concluded.
8．发起人向社会公开募集股份，应当同银行签订代收股款协议。代收股款的银行应当按照协议代收和保存股款，向缴纳股款的认股人出具收款单据，并负有向有关部门出具收款证明的义务。
Where shares are to be offered to the public, the sponsors shall enter into an agreement with a bank on the collection of subscription money on behalf of the company.
The bank entrusted with collecting the subscription money shall, in accordance with its agreement, collect and keep the subscription money, issue receipts to the subscribers for their payments, and bear an obligation to issue certification of receipts to the subscribers' money to the relevant departments.
9．发行股份的股款缴足后，必须经依法设立的验资机构验资并出具证明。发起人应当自股款缴足之日起三十日内主持召开公司创立大会。创立大会由发起人、认股人组成。发行的股份超过招股说明书规定的截止期限尚未募足的，或者发行股份的股款缴足后，发起人在三十日内未召开创立大会的，认股人可以按照所缴股款并加算银行同期存款利息，要求发起人返还。
After payment in full of the subscription money for all shares is made, a statutory capital verification institution shall be commissioned to conduct a verification of the funds and produce a verification certificate. The sponsors shall, within 30 days thereafter, convene and preside over an inaugural meeting composed of all the subscribers.
If the number of shares has not been fully subscribed for within the time limit specified in the prospectus on share offer or, if sponsors fail to hold an inaugural meeting within 30 days after payment in full of the subscription money for the total share is made, the subscribers may claim a refund from the sponsors according to the paid-up share subscription money plus bank deposit interest calculated for the same period.
10．发起人、认股人缴纳股款或者交付抵作股款的出资后，除未按期募足股份、发起人未按期召开创立大会或者创立大会决议不设立公司的情形外，不得抽回其股本。
Sponsors and subscribers shall not withdraw their share capital after paying their subscription money or making their capital contributions as substitutes for subscription money, except where the total share issue is not fully subscribed for within the time limit or the sponsors fail to convene the inaugural meeting according to the schedule, or the inaugural meeting resolves not to incorporate the company.
11. 董事会应于创立大会结束后三十日内，向公司登记机关报送件，申请设立登记：
The board of directors shall, within 30 days after the inaugural meeting, submit the documents to the company registration authority and apply for registration of the incorporation of the company;
12.股份有限公司成立后，发起人未按照公司章程的规定缴足出资的，应当补缴；其他发起人承担连带责任。股份有限公司成立后，发现作为设立公司出资的非货币财产的实际价额显著低于公司章程所定价额的，应当由交付该出资的发起人补足其差额；其他发起人承担连带责任。
Where, after the incorporation of a joint stock limited company, the sponsors fail to make the capital contribution in full in accordance with the provisions of the articles of association of the company, the sponsors shall make up the deficiency; other sponsors shall bear joint and several liability therefore.
Where, after the incorporation of a joint stock limited company, it is discovered that the actual value of the property in non-currency contributed as capital is notably less than the value stated in the articles of association, the sponsors that made such contributions shall make up the deficiency; other sponsors shall bear joint and several liability therefore.
13.股份有限公司的发起人应当承担下列责任：
(1) 公司不能成立时，对设立行为所产生的债务和费用负连带责任；
(2) 公司不能成立时，对认股人已缴纳的股款，负返还股款并加算银行同期存款利息的连带责任；
(3) 在公司设立过程中，由于发起人的过失致使公司利益受到损害的，应当对公司承担赔偿责任。
The sponsors of a joint stock limited company shall bear the following responsibilities:
(1) in the event of the company failing to be incorporated, joint and several liabilities for all debts and expenses incurred in the act of the incorporation;
(2) in the event of the company failing to be incorporated, joint and several liabilities for refunding to the subscribers the paid-up subscription money plus bank deposit interest calculated for the same period of time; and
(3) in the event of the interests of the company being damaged during the course of its incorporation due to fault of the sponsors, liability for compensation to the company.
14.有限责任公司变更为股份有限公司时，折合的实收股本总额不得高于公司净资产额。有限责任公司变更为股份有限公司，为增加资本公开发行股份时，应当依法办理。
Where a limited liability company is converted into a joint stock limited company, the total amount of its paid-up share capital converted shall not be more than the amount of its net assets. Where a limited liability company that is converted into a joint stock limited company issues shares publicly for the purpose of increasing its capital, it shall be handled according to law.

二、股东大会
1.股份有限公司股东大会由全体股东组成。股东大会是公司的权力机构，依照公司法行使职权。
A joint stock limited company shall form a shareholders general meeting which shall be composed of all the shareholders. The shareholders general meeting is the organ of power of the company and shall exercise its functions and powers in accordance with Company Law.
2.股东大会应当每年召开一次年会。有下列情形之一的，应当在两个月内召开临时股东大会：(1) 董事人数不足公司规定人数或者公司章程所定人数的三分之二时；(2) 公司未弥补的亏损达实收股本总额三分之一时；(3) 单独或者合计持有公司百分之十以上股份的股东请求时；(4) 董事会认为必要时；(5) 监事会提议召开时；(6) 公司章程规定的其他情形。
The annual meeting of the shareholders general meeting shall be convened once each year. An interim shareholders general meeting shall be convened within two months if any of the following situations occurs:
(1) if the number of directors is less than the number stipulated by Company Law, or less than two-thirds of the number required by the articles of association of the company;
(2) if the amount of the company's losses that have not been made up reaches one-third of the total amount of its paid-up share capital;
(3) if shareholders holding separately or jointly ten percent or more of the company's shares request to convene a shareholders meeting;
(4) if the board of directors deems it necessary;
(5) if the supervisory board proposes that such a meeting be convened; and
(6) if other circumstances occur as stipulated in the articles of association of the company.
3. 股东大会会议由董事会召集，董事长主持；董事长不能履行职务或者不履行职务的，由副董事长主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事主持。董事会不能履行或者不履行召集股东大会会议职责的，监事会应当及时召集和主持；监事会不召集和主持的，连续九十日以上单独或者合计持有公司百分之十以上股份的股东可以自行召集和主持。
A shareholders general meeting shall be convened by the board of directors and presided over by the Chairman of the board. Where the Chairman is unable to or fails to perform his duties, the meeting shall be presided over by the vice-chairman of the board; if the vice-chairman is unable to or fails to perform his duties, the meeting shall be presided over by a director jointly elected by half or more of shareholders.
Where the board of directors is unable to or fails to perform its function of convening the shareholders general meeting, the supervisory board shall timely convene and preside over the meeting; if the supervisory board fails to convene and preside the meeting, the shareholders, who separately or jointly hold ten percent or more of the company's shares for continuous 90 days, may convene and preside over the meeting in their own discretion.
4.单独或者合计持有公司百分之三以上股份的股东，可以在股东大会召开十日前提出临时提案并书面提交董事会；董事会应当在收到提案后二日内通知其他股东，并将该临时提案提交股东大会审议。临时提案的内容应当属于股东大会职权范围，并有明确议题和具体决议事项。股东大会不得对通知中未列明的事项作出决议。无记名股票持有人出席股东大会会议的，应当于会议召开五日前至股东大会闭会时将股票交存于公司。
The shareholders separately or jointly holding three percent of the company's shares may bring interim proposals and submit them to the board of directors ten days prior to the holding of the shareholders general meeting; the board of directors shall notify other shareholders within two days upon its receipt of the proposals and submit the proposals to the shareholders general meeting for consideration. The contents of the interim shall fall within the scope of the functions and powers of the shareholders general meeting and shall have definite topics and specific matters to be discussed.
No resolutions may be adopted at the shareholders general meeting in respect of matters not listed in the notices.
Holders of bearer shares attending the shareholders general meeting shall deposit their share certificates with the company for the period from five days prior to the holding of the meeting until the end of the meeting.
5.股东出席股东大会会议，所持每一股份有一表决权。但是，公司持有的本公司股份没有表决权。股东大会作出决议，必须经出席会议的股东所持表决权过半数通过。但是，股东大会作出修改公司章程、增加或者减少注册资本的决议，以及公司合并、分立、解散或者变更公司形式的决议，必须经出席会议的股东所持表决权的三分之二以上通过。
Shareholders attending a shareholders general meeting shall have the right to one vote for each share held, but the company's shares held by the company shall have no voting right. A resolution of the shareholders general meeting must be passed by more than one half of the voting rights held by the shareholders present at the meeting. Resolutions on the merger, division, dissolution or transformation of the company adopted by the shareholders general meeting must require more than two-thirds of the voting rights held by the shareholders present at the meeting.
6. 公司法和公司章程规定公司转让、受让重大资产或者对外提供担保等事项必须经股东大会作出决议的，董事会应当及时召集股东大会会议，由股东大会就上述事项进行表决。
In respect of such matters as transfer or acceptance major assets or provision of external guarantee on which a resolution must be made at the shareholders general meeting in accordance with Company Law and the articles of association, the board of directors shall timely convene a shareholders general meeting and the meeting shall vote on the said matters.
7.股东大会选举董事、监事，可以依照公司章程的规定或者股东大会的决议，实行累积投票制。When a shareholders general meeting elects directors or supervisors, the accumulative voting system may be practiced in accordance with the provisions of the articles of association or the resolution of the shareholders general meeting.
三、董事会、经理
1.股份有限公司设董事会，其成员为五人至十九人。董事会成员中可以有公司职工代表。董事会中的职工代表由公司职工通过职工代表大会、职工大会或者其他形式民主选举产生。
A joint stock limited company shall have a board of directors composed of five to 19 members.
The members of the board of directors may include the representatives of the staff and workers of the company. The representatives of the staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers congress, workers' assembly or other forms.
2.董事会设董事长一人，可以设副董事长。董事长和副董事长由董事会以全体董事的过半数选举产生。董事长召集和主持董事会会议，检查董事会决议的实施情况。副董事长协助董事长工作，董事长不能履行职务或者不履行职务的，由副董事长履行职务；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事履行职务。
The board of directors shall have one chairman and may have vice-chairmen. The chairman and vice-chairmen shall be elected by the affirmative votes of more than half of all the directors.
The chairman shall convene and preside over the board meeting and examine the implementation of resolutions of the board of directors. The vice-chairmen shall assist the chairman in his work. Where the Chairman is unable to or fails to perform his duties, a vice-chairman shall perform the duties; if the vice-chairman is unable to or fails to perform his duties, half or more of the directors shall jointly elect a director to perform the duties.
3.董事会每年度至少召开两次会议，每次会议应当于会议召开十日前通知全体董事和监事。代表十分之一以上表决权的股东、三分之一以上董事或者监事会，可以提议召开董事会临时会议。董事长应当自接到提议后十日内，召集和主持董事会会议。
Meetings of the board of directors shall be held at least twice a year. All the directors and supervisor shall be notified of the meeting ten days prior to the holding of the meeting. Interim board meetings may be convened upon proposal made by shareholders representing one-tenth or more of the voting rights, or, by one-third or more of directors or the supervisory board. The chairman shall, within ten days upon its receipt of the proposal, convene and preside over the board meeting.
4. 董事会会议应有过半数的董事出席方可举行。董事会作出决议，必须经全体董事的过半数通过。董事会决议的表决，实行一人一票。
A meeting of the board of directors shall be convened only if more than one half of all the directors are present. Any resolution of the board must be adopted by the affirmative votes of more than one half of all the directors.
The voting for the resolution of the board shall practice the system of one man, one vote.
5.董事应当对董事会的决议承担责任。董事会的决议违反法律、行政法规或者公司章程、股东大会决议，致使公司遭受严重损失的，参与决议的董事对公司负赔偿责任。但经证明在表决时曾表明异议并记载于会议记录的，该董事可以免除责任。
Directors shall be responsible for resolutions passed by the board of directors. If a resolution of the board violates the law, administrative regulations or the articles of association of the company and thus causes serious losses to the company, the directors who participated in the adoption of such a resolution shall be liable for compensation to the company. However, if a director is proved to have expressed his objection to such a resolution when it was put to the vote and his objection was recorded in the minutes of the meeting, he may be exempted from such liability.
6.股份有限公司设经理，由董事会决定聘任或者解聘。
A joint stock limited company shall have a manager, who shall be engaged or dismissed by the board of directors.
7.公司董事会可以决定由董事会成员兼任经理。
The board of directors may decide that one of its members shall concurrently serve as the manager of the company.
8.公司不得直接或者通过子公司向董事、监事、高级管理人员提供借款。
The company shall not, directly or through its subsidiaries, provide any loan to any of its directors, supervisors or senior executives.
四、监事会
1.股份有限公司设监事会，其成员不得少于三人。监事会应当包括股东代表和适当比例的公司职工代表，其中职工代表的比例不得低于三分之一，具体比例由公司章程规定。监事会中的职工代表由公司职工通过职工代表大会、职工大会或者其他形式民主选举产生。监事会设主席一人，可以设副主席。监事会主席和副主席由全体监事过半数选举产生。监事会主席召集和主持监事会会议；监事会主席不能履行职务或者不履行职务的，由监事会副主席召集和主持监事会会议；监事会副主席不能履行职务或者不履行职务的，由半数以上监事共同推举一名监事召集和主持监事会会议。董事、高级管理人员不得兼任监事。
A joint stock limited company shall have a supervisory board composed of no less than three members.
The supervisory board shall be composed of shareholders' representatives and an appropriate proportion of representatives of the staff and workers of the company, the proportion of such representatives shall not be less than one-third and the specific proportion shall be provided for by the articles of association of the company. The representatives of the staff and workers on the supervisory board shall be democratically elected by the staff and workers of the company through the staff and workers congress, workers' assembly or other forms
The supervisory board shall have a chairman and may have vice-chairmen. The chairman and vice-chairmen shall be elected by affirmative votes of more than half of all supervisors. The meetings of the supervisory board shall be convened and presided over by the chairman; if the chairman is unable to or fails to perform his duties, the meetings shall be presided over by a vice-chairman; if the vice-chairman is unable to or fails to perform his duties, the meetings shall be convened and presided over by a supervisor jointly elected by half or more of all supervisors.
Directors and senior executives shall not serve concurrently as supervisors.
2.监事会每六个月至少召开一次会议。监事可以提议召开临时监事会会议。
The meetings of the supervisory board shall be held at least once for each six months. The supervisors may propose to hold interim meetings of the supervisory board.

五、上市公司组织机构的特别规定
1．上市公司在一年内购买、出售重大资产或者担保金额超过公司资产总额百分之三十的，应当由股东大会作出决议，并经出席会议的股东所持表决权的三分之二以上通过。
Where the major assets purchased or sold by a listed company or the amount of guarantee provided by it may exceed 30% of the total amount of its assets within one year, it shall be resolved at the shareholders general meeting and adopted on an affirmative vote of two-thirds of the voting rights held by the shareholders attending the meeting.
2．上市公司设立独立董事。
A listed company shall have independent directors.
3.上市公司设董事会秘书，负责公司股东大会和董事会会议的筹备、文件保管以及公司股东资料的管理，办理信息披露事务等事宜。
A listed company shall have a secretary of the board of directors, who shall be responsible for such matters as preparing for the shareholders general meetings and the meetings of the board of directors, keeping files, managing the company's equity and handling the information disclosure affairs.
4.上市公司董事与董事会会议决议事项所涉及的企业有关联关系的，不得对该项决议行使表决权，也不得代理其他董事行使表决权。该董事会会议由过半数的无关联关系董事出席即可举行，董事会会议所作决议须经无关联关系董事过半数通过。出席董事会的无关联关系董事人数不足三人的，应将该事项提交上市公司股东大会审议。
Where any director of a listed company has the affiliate relationship with the enterprises related to the matters to be resolved at the meetings of the board of directors, such director shall not exercise the voting rights upon such resolutions nor may exercise the voting rights on behalf of other directors. The meetings of the board of directors may be held if more than half of the directors having no such affiliate relationship attend the meetings, and the resolution made at the meetings of the board of directors shall be passed by more than half of directors having no such affiliate relationship. Where the number of the directors having no such affiliate relationship who attend the meetings is less than three, such matters shall be submitted to the shareholders general meeting of the listed company for examination and discussion.

股份有限公司的股份发行和转让
一、股份发行
1.股票发行价格可以按票面金额，也可以超过票面金额，但不得低于票面金额。
Shares may be issued at or above par but not below par.
2.股份有限公司成立后，即向股东正式交付股票。公司成立前不得向股东交付股票。
A joint stock limited company shall formally deliver share certificates to its shareholders upon its incorporation. No company may deliver share certificates to its shareholders prior to its incorporation.
3.公司经国务院证券监督管理机构核准公开发行新股时，必须公告新股招股说明书和财务会计报告，并制作认股书。
When a company obtains the approval of the securities regulatory authority under the State Council to publicly issue new shares, it must publicly announce its prospectus on new share offer and its financial accounting statements, and shall prepare subscription application forms.

二、股份转让
1.股东转让其股份，应当在依法设立的证券交易场所进行或者按照国务院规定的其他方式进行。Transfer of shares by shareholders shall be conducted through stock exchanges established according to law or through other forms as stipulated by the State Council.
2.记名股票，由股东以背书方式或者法律、行政法规规定的其他方式转让；转让后由公司将受让人的姓名或者名称及住所记载于股东名册。股东大会召开前二十日内或者公司决定分配股利的基准日前五日内，不得进行前款规定的股东名册的变更登记。但是，法律对上市公司股东名册变更登记另有规定的，从其规定。
Registered shares shall be transferred by means of endorsement by the shareholders or by such other means as provided for by laws and administrative regulations; When registered shares are transferred, the company shall register the transferee's name or title and domicile in its roster of shareholders.
No registration of change in the roster of shareholders as stipulated in the preceding Paragraph shall be made within 20 days prior to the convening of a shareholders general meeting or within five days prior to the base date decided by the company for the distribution of dividends, except as otherwise stipulated by laws on the registration of change in the roster of shareholders.
3.无记名股票的转让，由股东将该股票交付给受让人后即发生转让的效力。
Transfer of bearer shares shall become effective immediately after the shareholder delivers the share certificates to the transferee.
4.发起人持有的本公司股份，自公司成立之日起一年内不得转让。公司公开发行股份前已发行的股份，自公司股票在证券交易所上市交易之日起一年内不得转让。公司董事、监事、高级管理人员应当向公司申报所持有的本公司的股份及其变动情况，在任职期间每年转让的股份不得超过其所持有本公司股份总数的百分之二十五；所持本公司股份自公司股票上市交易之日起一年内不得转让。上述人员离职后半年内，不得转让其所持有的本公司股份。公司章程可以对公司董事、监事、高级管理人员转让其所持有的本公司股份作出其他限制性规定。
Shares held by the sponsors of a company shall not be transferred within one years upon the date of incorporation of the company. The shares issued prior to public issue of shares of a company shall not be transferred within one year upon the date when the company's share certificates are listed and traded at stock exchanges.
Directors, supervisors and senior executives shall declare to the company the numbers of shares of the company held by them and the change therein, and such shares transferred by them each year during their terms of office shall not exceed 25% of the total number of the shares of the company held by them; the share of the company held by them shall not be transferred within one year upon the date when the company's share certificates are listed and traded at stock exchanges. The above personnel shall not the shares of the company held by them within half a year after they leave their posts. The articles of association of the company may impose other restrictive provisions on the transfer by the company's directors, supervisors and senior executives of the company's shares held by them.
5.公司不得收购本公司股份。但是，有下列情形之一的除外：(1)减少公司注册资本；(2)与持有本公司股份的其他公司合并；(3)将股份奖励给本公司职工；(4)股东因对股东大会作出的公司合并、分立决议持异议，要求公司收购其股份的。公司因前款第(1)项至第（3）项的原因收购本公司股份的，应当经股东大会决议。公司依照前款规定收购本公司股份后，属于第（1）项情形的，应当自收购之日起十日内注销；属于第（2）项、第（4）项情形的，应当在六个月内转让或者注销。公司依照第一款第（3）项规定收购的本公司股份，不得超过本公司已发行股份总额的百分之五；用于收购的资金应当从公司的税后利润中支出；所收购的股份应当在一年内转让给职工。公司不得接受本公司的股票作为质押权的标的。
A company shall not purchase its own shares except under any of the following conditions:
(1) where the company is to reduce its registered capital;
(2) where the company merges with other companies holding its shares;
(3) where the company is to offer its shares to its staff and workers as a reward; or
(4) where any shareholder of the company has objection to the resolution on division or merger of the company adopted by the shareholders general meeting, so, requires the company to purchase his shares.
Where the company purchases its own share by reason of Item (1) to (3) of the preceding Paragraph, a resolution thereupon shall be adopted at the shareholders general meeting. After the company purchases its own share in accordance with the provisions of the preceding Paragraph, in case of the circumstances of Item (1), the shares purchased by the company shall be cancelled within ten days upon the purchase; in case of the circumstances of Item (1) or (4), the shares purchased by the company shall be transferred or cancelled within six months upon the purchase.
The shares of the company purchased by the company in accordance with the provisions of Item (3) of Paragraph 1 shall not exceed 5% of the total amount of the shares issued by the company; the fund for the purchase shall be paid from the after-tax profits of the company; the shares purchased shall be transferred to the staff and workers within one year upon the purchase.
A company shall not accept its own shares as the subject matter of pledge.

公司董事、监事、高级管理人员
1.董事、监事、高级管理人员执行公司职务时违反法律、行政法规或者公司章程的规定，给公司造成损失的，应当承担赔偿责任。
If the directors, supervisors and senior executive of a company violate the laws, administrative regulations or the articles of association of the company in performance of their functions and thus cause loss to the company, they shall be liable for compensation.
2.董事、高级管理人员有上述规定的情形的，有限责任公司的股东、股份有限公司连续一百八十日以上单独或者合计持有公司百分之一以上股份的股东，可以书面请求监事会或者不设监事会的有限责任公司的监事向人民法院提起诉讼；监事有上述规定的情形的，前述股东可以书面请求董事会或者不设董事会的有限责任公司的执行董事向人民法院提起诉讼。监事会、不设监事会的有限责任公司的监事，或者董事会、执行董事收到前款规定的股东书面请求后拒绝提起诉讼，或者自收到请求之日起三十日内未提起诉讼，或者情况紧急、不立即提起诉讼将会使公司利益受到难以弥补的损害的，前款规定的股东有权为了公司的利益以自己的名义直接向人民法院提起诉讼。他人侵犯公司合法权益，给公司造成损失的，有限责任公司的股东、股份有限公司连续一百八十日以上单独或者合计持有公司百分之一以上股份的股东可以依照前两款的规定向人民法院提起诉讼。
Where any director or senior executive of a company is under the circumstances of the aforementioned, in case of a limited liability company, the shareholders, or in case of a joint stock company, the shareholders separately or jointly holding one percent or more of the company's shares for 180 consecutive days may request in writing the supervisory board or the supervisor of the limited liability company having no supervisory board to bring a lawsuit before the people's court; where any supervisor of the company is under the circumstances of Article 150 of this Law, the said shareholders may request in writing the board of directors or the executive director of the limited liability company having no board of directors to bring a lawsuit before the people's court.
If the supervisory board or the supervisors of the limited liability company having no supervisory board, or the board of directors or the executive director of the limited liability company having no board of directors, upon its receipt of the shareholders' written request as stipulated in the preceding Paragraph, refuses to raise a lawsuit, or fails to raise a lawsuit within 30 days upon its receipt of such request, or in case of emergency, the company's interests will suffer irreparable damage if no lawsuit is raised immediately, then, the shareholders as stipulated in the preceding Paragraph may, for the benefits of the company, directly bring a lawsuit before the people's court in their own name.
Where others infringe the lawful rights and interests of a company and cause loss to the company, a limited liability company, the shareholders, or in case of a joint stock company, the shareholders separately or jointly holding one percent or more of the company's shares for 180 consecutive days may raise a lawsuit in accordance with the preceding two Paragraphs.
3.董事、高级管理人员违反法律、行政法规或者公司章程的规定，损害股东利益的，股东可以向人民法院提起诉讼。
Where any director or senior executive of a company in violation of the provisions of the laws, administrative regulations and the articles of association of the company, cause damage to the interests of any shareholder of the company, such shareholder may bring a lawsuit before the people's court.

公司财务、会计
1.公司应当在每一会计年度终了时编制财务会计报告，并依法经会计师事务所审计。
At the end of each fiscal year, a company shall prepare its financial statements, which shall be audited by an accountant's firm according to law.
2.股份有限公司的财务会计报告应当在召开股东大会年会的二十日前置备于本公司，供股东查阅；公开发行股票的股份有限公司必须公告其财务会计报告。
A joint stock limited company shall make the financial statements available at the company for examination by its shareholders 20 days prior to the convening of the shareholders annual general meeting; a joint stock limited company publicly issuing shares must announce its financial statements.
3.公司分配当年税后利润时，应当提取利润的百分之十列入公司法定公积金。公司法定公积金累计额为公司注册资本的百分之五十以上的，可以不再提取。公司的法定公积金不足以弥补以前年度亏损的，在依照前款规定提取法定公积金之前，应当先用当年利润弥补亏损。公司从税后利润中提取法定公积金后，经股东会或者股东大会决议，还可以从税后利润中提取任意公积金。公司弥补亏损和提取公积金后所余税后利润，有限责任公司依照公司法规定分配；股份有限公司按照股东持有的股份比例分配，但股份有限公司章程规定不按持股比例分配的除外。股东会、股东大会或者董事会违反前款规定，在公司弥补亏损和提取法定公积金之前向股东分配利润的，股东必须将违反规定分配的利润退还公司。公司持有的本公司股份不得分配利润。
When a company distributes the annual after-tax profits, it shall allocate ten percent of its profits to its statutory common reserve fund. Where the accumulated amount of the statutory common reserve fund has exceeded 50 percent of the registered capital of the company, the company may make no further allocation.
Where the statutory common reserve fund is insufficient to make up the company's losses of the previous fiscal year, the company shall apply its annual after-tax profits to making up its losses before allocating such profits to the statutory common reserve fund in accordance with provisions of the preceding Paragraph.
After making its allocation to the statutory common reserve fund from the company's after-tax profits, the company may, upon resolution made by the shareholders meeting or the shareholders general meeting, make allocations to the discretionary common reserve fund.
After a company makes up its losses and makes allocations to the statutory common reserve fund, a limited liability company shall distribute the remaining after-tax profits to its shareholders according to Company Law; and a joint stock limited company shall distribute the remaining after-tax profits to its shareholders according to the proportion of the shares held by each shareholder, except the articles of association of the company stipulates the profits shall not be distributed according to the proportion of shareholding.
Where the shareholders meeting or the shareholders general meeting or the board of directors violates the provisions of the preceding Paragraphs by distributing profits to the shareholders before making up the company's losses and making allocations to the statutory common reserve fund, the profits distributed in violation of the legal provisions must be returned by the shareholders to the company. No profits may be distributed upon a company's shares held by the company itself.
4.股份有限公司以超过股票票面金额的发行价格发行股份所得的溢价款以及国务院财政部门规定列入资本公积金的其他收入，应当列为公司资本公积金。
The premium income derived from issuing shares above par by a joint stock limited company and other income which according to the rules set by the departments in charge of financial affairs under the State Council should be entered into the capital common reserve fund, shall be entered into the capital common reserve fund of the company.
5.公司的公积金用于弥补公司的亏损、扩大公司生产经营或者转为增加公司资本。但是，资本公积金不得用于弥补公司的亏损。法定公积金转为资本时，所留存的该项公积金不得少于转增前公司注册资本的百分之二十五。
A company's common reserve fund shall be used to make up the company's losses, to expand the production and operation of the company or to increase the capital of the company by means of conversion, but the capital common reserve fund shall not be used to make up the company's losses.
When the statutory common reserve fund of a company is converted into its capital, the remaining amount of the statutory common reserve fund shall not be less than 25 percent of the registered capital.

公司合并、分立、增资、减资
1.公司合并可以采取吸收合并或者新设合并。
The merger of a company may take the form of merger by absorption or merger by new establishment.
2.公司合并，应当由合并各方签订合并协议，并编制资产负债表及财产清单。公司应当自作出合并决议之日起十日内通知债权人，并于三十日内在报纸上公告。债权人自接到通知书之日起三十日内，未接到通知书的自公告之日起四十五日内，可以要求公司清偿债务或者提供相应的担保。When companies merge, the parties to a merger shall sign a merger agreement and formulate a balance sheet and a detailed inventory of assets. The company shall inform its creditors of the intended merger within ten days following the date on which the merger resolution is adopted, and make at least three announcements in newspaper within 30 days. The creditors shall have the right to claim full repayment of their debts or provision of a corresponding guarantee form the company with 30 days from the date of receipt of the notice or, within 45 days from the date of the first public announcement for those who have not received the notice.
3.公司合并时，合并各方的债权、债务，应当由合并后存续的公司或者新设的公司承继。
When companies merge, the claims and debts of the parties to the merger shall be succeeded to the absorbing company or the newly established company when companies are merged.
4.公司分立，其财产作相应的分割。公司分立，应当编制资产负债表及财产清单。公司应当自作出分立决议之日起十日内通知债权人，并于三十日内在报纸上公告。
Where a company proceeds into a division, its assets shall be divided correspondingly.
Where a company decides to divide itself, it shall formulate a balance sheet and a detailed inventory of assets and shall inform its creditors of the intended division within ten days following the date on which the division resolution is adopted, and make at least three announcements in newspaper within 30 days.
5.公司分立前的债务由分立后的公司承担连带责任。但是，公司在分立前与债权人就债务清偿达成的书面协议另有约定的除外。
The companies following the division shall assume the joint and several liabilities for the debts prior to the division of the company, except as otherwise provided in a written agreement upon satisfaction of the debts reached between the company and its creditors prior to the division.
6.公司需要减少注册资本时，必须编制资产负债表及财产清单。公司应当自作出减少注册资本决议之日起十日内通知债权人，并于三十日内在报纸上公告。债权人自接到通知书之日起三十日内，未接到通知书的自公告之日起四十五日内，有权要求公司清偿债务或者提供相应的担保。公司减资后的注册资本不得低于法定的最低限额。
Where a company intends to reduce its registered capital, it must formulate a balance sheet and a detailed inventory of assets.
The company shall inform its creditors of the planned reduction of its registered capital within ten days following the date on which the resolution to reduce its capital is adopted, and make at least three announcements in newspaper within 30 days following the aforesaid date. The creditors shall have the right to claim full repayment of their debts or provision of a corresponding guarantee from the company within 30 days from the date of the receipt of the notice or, within 45 days from the date of the first public announcement for those who have not received the notice.
After the reduction of capital, the amount of a company's registered capital shall not be lower than the statutory minimum amount.

公司解散和清算
1.公司章程规定的营业期限届满或者公司章程规定的其他解散事由出现的，可以通过修改公司章程而存续。依照前款规定修改公司章程，有限责任公司须经持有三分之二以上表决权的股东通过，股份有限公司须经出席股东大会会议的股东所持表决权的三分之二以上通过。
If the term of operation as stipulated by the articles of association of the company expires or other reasons for dissolution as stipulated by the articles of association occur, it may continue to exist by means of revision of its articles of association
The revision of the articles of association under the preceding Paragraph shall be, in case of a limited liability company, passed by the shareholders holding two-thirds or more of the voting rights, or, in case of a joint stock limited company, passed upon an affirmative votes of two-thirds or more of the voting rights held by the shareholders attending the shareholders general meeting.
2.公司经营管理发生严重困难，继续存续会使股东利益受到重大损失，通过其他途径不能解决的，持有公司全部股东表决权百分之十以上的股东，可以请求人民法院解散公司。
If the operation and management of a company occur serious difficulty, continued existence of the company will cause major loss to the shareholders' interests and the situation cannot be solved through other approaches, the shareholders holding ten percent of all shareholders' voting rights of the company may request the people's court to dissolve the company.
3.公司因公司法规定而解散的，应当在解散事由出现之日起十五日内成立清算组，开始清算。有限责任公司的清算组由股东组成，股份有限公司的清算组由董事或者股东大会确定的人员组成。逾期不成立清算组进行清算的，债权人可以申请人民法院指定有关人员组成清算组进行清算。人民法院应当受理该申请，并及时组织清算组进行清算。
Where a company is to be dissolved in accordance with Company Law, a liquidation committee shall be formed within 15 days after the reason for dissolution occurs and commence the liquidation. The liquidation committee of a limited liability company shall be composed of its shareholders, and the membership of the liquidation committee of a joint stock limited company shall be decided upon by the directors or the shareholders general meeting of the company. Where a company fails to form a liquidation committee to conduct liquidation within the time limit, its creditors may request a people's court to designate relevant personnel to form a liquidation committee and conduct liquidation. The people's court shall accept such request and without delay form the liquidation committee to conduct liquidation.
4.清算组应当自成立之日起十日内通知债权人，并于六十日内在报纸上公告。债权人应当自接到通知书之日起三十日内，未接到通知书的自公告之日起四十五日内，向清算组申报其债权。债权人申报债权，应当说明债权的有关事项，并提供证明材料。清算组应当对债权进行登记。在申报债权期间，清算组不得对债权人进行清偿。
A liquidation committee shall inform the company's creditors of its establishment within ten days following the date of its establishment, and make at least three announcements in newspaper within 60 days following the aforesaid date. The creditors shall declare their claims to the liquidation committee within 30 days from the date of receipt of the notice or, within 45 days from the date of the first public announcement for those who have not received the notice.
A creditor shall, when declaring his claims, specify the relevant items of the claim and provide supporting materials. The liquidation committee shall register the claims. During the period of declaration of claims, the liquidation committee shall not satisfy the creditors.
5.清算组在清理公司财产、编制资产负债表和财产清单后，应当制定清算方案，并报股东会、股东大会或者人民法院确认。公司财产在分别支付清算费用、职工的工资、社会保险费用和法定补偿金，缴纳所欠税款，清偿公司债务后的剩余财产，有限责任公司按照股东的出资比例分配，股份有限公司按照股东持有的股份比例分配。清算期间，公司存续，但不得开展与清算无关的经营活动。公司财产在未依照前款规定清偿前，不得分配给股东。
After the liquidation committee has checked up on the company's assets, formulated the balance sheet and a detailed inventory of assets, it shall formulate a liquidation plan and shall submit such plan to the shareholders meeting or the shareholders general meeting or the people's court for confirmation.
After all liquidation fees, wages, social insurance premiums and statutory compensatory amounts of the staff and workers, due taxes and debts of the company are respectively paid off from the company's property, the remaining assets of the company shall be distributed, in the case of a limited liability company, in proportion to the shareholders' capital contributions, or, in the case of a joint stock limited company, in proportion to the shares held by the shareholders.
During liquidation, a company still exists but shall not engage in new business activities unrelated to the liquidation. No assets of the company may be distributed to the shareholders prior to full payments as stipulated by the preceding Paragraph.
6.清算组在清理公司财产、编制资产负债表和财产清单后，发现公司财产不足清偿债务的，应当依法向人民法院申请宣告破产。公司经人民法院裁定宣告破产后，清算组应当将清算事务移交给人民法院。
If the liquidation committee of a company, having checked up on the company's asset and formulating the balance sheet and a detailed inventory of assets, discovers that there are insufficient assets in the company to pay off its debts, the committee shall apply to the people's court for a declaration of bankruptcy of the company.
After the people's court has ruled to declare the company bankrupt, the liquidation committee shall turn the liquidation matters over to the people's court.

企业所得税法简读 Simple Reading on Enterprises Income Tax Law

Abstract: Through the following detail, you can learn some key points on Enterprises Income Tax Law.

(Note: If you are interested in this detail, please contact me or e-mail to sdhmyan@hotmail.com)

适用范围
1. 在中华人民共和国境内，企业和其他取得收入的组织为企业所得税的纳税人。个人独资企业、合伙企业不适用企业所得税法。
Taxpayers of enterprise income tax shall be enterprises and other organizations that obtain income within the People’s Republic of China.Enterprise Income Tax Law shall not apply to wholly individually-owned enterprises and partnership enterprises.

2. 企业分为居民企业和非居民企业。居民企业应当就其来源于中国境内、境外的所得缴纳企业所得税。非居民企业在中国境内设立机构、场所的，应当就其所设机构、场所取得的来源于中国境内的所得，以及发生在中国境外但与其所设机构、场所有实际联系的所得，缴纳企业所得税。非居民企业在中国境内未设立机构、场所的，或者虽设立机构、场所但取得的所得与其所设机构、场所没有实际联系的，应当就其来源于中国境内的所得缴纳企业所得税。
Enterprises are divided into resident enterprises and non-resident enterprises.
Resident enterprises shall pay enterprise income tax originating both within and outside China.Non-resident enterprises that have set up institutions or premises in China shall pay enterprise income tax in relation to the income originating from China obtained by their institutions or establishments, and the income incurred outside China but there is an actual relationship with the institutions or establishments set up by such enterprises.Where non-resident enterprises that have not set up institutions or establishments in China, or where institutions or establishments are set up but there is no actual relationship with the income obtained by the institutions or establishments set up by such enterprises, they shall pay enterprise income tax in relation to the income originating from China.


适用税率
1. 企业所得税的税率为25%。
The rate of enterprise income tax shall be 25%.
2. 非居民企业取得企业所得税法规定的所得，适用税率为20%。
Non-resident enterprises that have obtained income in accordance with Enterprise Income Tax Law, the applicable tax rate shall be 20%.

应纳税所得额
1. 企业每一纳税年度的收入总额，减除不征税收入、免税收入、各项扣除以及允许弥补的以前年度亏损后的余额，为应纳税所得额。
The balance derived from the total income in each taxable year of Enterprises, after deduction of the non-taxable income, tax exempted income, other deductions and the making up of losses of previous years shall be the taxable income.
2. 企业以货币形式和非货币形式从各种来源取得的收入，为收入总额。包括：(1) 销售货物收入；(2) 提供劳务收入；(3) 转让财产收入；(4) 股息、红利等权益性投资收益；(5) 利息收入；(6) 租金收入；(7) 特许权使用费收入；(8) 接受捐赠收入；(9) 其他收入。
Income obtained by Enterprises from various sources in monetary and non-monetary terms shall be the total income, including1.income from sale of goods;2.income from provision of labor services;3.income from transfer of property;4.income from equity investment such as dividend and bonus;5.interest income;6.rental income;7.income from royalties;8.income from donations; and9.other income.
3. 收入总额中的下列收入为不征税收入：(1) 财政拨款；(2) 依法收取并纳入财政管理的行政事业性收费、政府性基金；(3) 国务院规定的其他不征税收入。
The following income from the total income shall not be taxable (1) financial funding;(2) administrative fees and government funds obtained and included in financial management in accordance with the law; and(3) other non-taxable income prescribed by the State Council.
4. 企业实际发生的与取得收入有关的、合理的支出，包括成本、费用、税金、损失和其他支出，准予在计算应纳税所得额时扣除。
Reasonable expenses that are relevant to the income actually incurred and obtained by Enterprises, including costs, fees, tax payments, losses and other fees may be deducted from the taxable income.
5. 企业发生的公益性捐赠支出，在年度利润总额12%以内的部分，准予在计算应纳税所得额时扣除。
In relation to the expenses from charitable donations incurred by Enterprises, the portion within 12% of the total annual profit may be deducted from the taxable income.
6. 在计算应纳税所得额时，下列支出不得扣除：(1) 向投资者支付的股息、红利等权益性投资收益款项；(2) 企业所得税税款；(3) 税收滞纳金；(4) 罚金、罚款和被没收财物的损失；(5) 上述规定以外的捐赠支出；(6) 赞助支出；(7) 未经核定的准备金支出；(8) 与取得收入无关的其他支出。
The following expenses may not be deducted from the taxable income(1) income from equity investment paid to investors such as dividend and bonus;(2) payment of enterprise income tax;(3) late payment fines;(4)penalties; fines and losses from confiscated property;(5)expenses from donations other than those aforementioned;(6)sponsorship fees;(7) expenses for non-verified provisions; and(8) other expenses irrelevant to the income obtained.
7. 在计算应纳税所得额时，企业按照规定计算的固定资产折旧，准予扣除。下列固定资产不得计算折旧扣除：(1) 房屋、建筑物以外未投入使用的固定资产；(2) 以经营租赁方式租入的固定资产；(3) 以融资租赁方式租出的固定资产；(4) 已足额提取折旧仍继续使用的固定资产；(5) 与经营活动无关的固定资产；(6) 单独估价作为固定资产入账的土地；(7) 其他不得计算折旧扣除的固定资产。
Where Enterprises compute the taxable income, the depreciation of fixed assets calculated in accordance with provisions may be deducted.No depreciation may be deducted for the following fixed assets(1) fixed assets other than premises and buildings that have not yet been used;(2) fixed assets leased from other parties by means of business lease;(3) fixed assets leased to other parties by means of lease financing;(4) fixed assets that have been depreciated in full but are still in use;(5) fixed assets that are irrelevant to business activities;(6) land credited as fixed assets after independent price valuation;(7) other fixed assets whose depreciation may not be calculated.
8. 在计算应纳税所得额时，企业按照规定计算的无形资产摊销费用，准予扣除。下列无形资产不得计算摊销费用扣除：(1) 自行开发的支出已在计算应纳税所得额时扣除的无形资产；(2) 自创商誉；(3) 与经营活动无关的无形资产；(4) 其他不得计算摊销费用扣除的无形资产。
In Enterprises compute the taxable income, the amortization of intangible assets calculated in accordance with provisions may be deducted.The amortization of the following intangible assets may not be deducted(1) the fees for self development of intangible assets that have been deducted from the taxable income;(2) self-created goodwill;(3) intangible assets that are irrelevant to business activities; and(4) other intangible assets whose amortization fee may not be calculated.
9. 在计算应纳税所得额时，企业发生的下列支出作为长期待摊费用，按照规定摊销的，准予扣除：(1) 已足额提取折旧的固定资产的改建支出；(2) 租入固定资产的改建支出；(3) 固定资产的大修理支出；(4) 其他应当作为长期待摊费用的支出。
Where Enterprises calculate taxable income, the following expenses incurred by Enterprises as long-term fees to be amortized and that are amortized in accordance with provisions may be deducted(1) reconstruction expenses for fixed assets that have been depreciated in full;(2) reconstruction expenses for fixed assets leased from other parties;(3) heavy repair expenses of fixed assets; and(4) other expenses that shall be treated as long-term amortization fees.
10. 企业对外投资期间，投资资产的成本在计算应纳税所得额时不得扣除。
During the period when Enterprises invest outside the territory, the cost of investment in assets may not be deducted from the taxable income.
11. 企业使用或者销售存货，按照规定计算的存货成本，准予在计算应纳税所得额时扣除。
The inventory used or sold by Enterprises whose cost is calculated in accordance with provisions may be deducted from the taxable income.
12. 企业转让资产，该项资产的净值，准予在计算应纳税所得额时扣除。
Where Enterprises transfer assets, the net value thereof may be deducted from the taxable income.
13. 企业在汇总计算缴纳企业所得税时，其境外营业机构的亏损不得抵减境内营业机构的盈利。
Where Enterprises compute the consolidated enterprise income tax, the losses of business institutions outside the territory may not be offset by the profits of business institutions inside the territory.
14. 企业纳税年度发生的亏损，准予向以后年度结转，用以后年度的所得弥补，但结转年限最长不得超过五年。
Where there is a loss in a taxable year of Enterprises, it may be brought forward to the succeeding years and made up by the income of succeeding years, but the limit of bringing forward may not exceed five years.
15. 非居民企业取得企业所得税法规定的所得，按照下列方法计算其应纳税所得额：(1) 股息、红利等权益性投资收益和利息、租金、特许权使用费所得，以收入全额为应纳税所得额；(2) 转让财产所得，以收入全额减除财产净值后的余额为应纳税所得额；(3) 其他所得，参照前两项规定的方法计算应纳税所得额。
Where non-resident enterprises obtain income provided in Enterprise Income Tax Law, the taxable income shall be calculated in accordance with the following methods(1) income from equity investment such as dividend and bonus and interest income, rental income and royalties, the total income shall be the taxable income;(2) income from property transfer, the balance derived from the deduction of net asset value from the total income shall be the taxable income;(3) other income whose taxable income shall be calculated with reference to the previous two methods.

应纳税额
1. 企业的应纳税所得额乘以适用税率，减除依照本法关于税收优惠的规定减免和抵免的税额后的余额，为应纳税额。
The taxable income of Enterprises shall be the balance derived from the taxable income of Enterprises multiplies the applicable rate and minus the tax amount of tax reduction and exemption pursuant to the preferential tax treatment hereof.
2. 企业取得的下列所得已在境外缴纳的所得税税额，可以从其当期应纳税额中抵免，抵免限额为该项所得依照本法规定计算的应纳税额；超过抵免限额的部分，可以在以后五个年度内，用每年度抵免限额抵免当年应抵税额后的余额进行抵补：(1) 居民企业来源于中国境外的应税所得；(2) 非居民企业在中国境内设立机构、场所，取得发生在中国境外但与该机构、场所有实际联系的应税所得。
The income tax that has been paid outside the territory for the following income obtained by Enterprises may be offset from the payable tax of the current period. The offset limit is the payable tax calculated in accordance with provisions hereof in respect of the income of such item, the portion in excess of the offset limit may be made up by the balance of the offset amount of the current year out of the annual offset limit within the next five years(1) The taxable income originating outside China by resident enterprises;(2) The taxable income incurred outside China that is obtained by institutions or establishments of non-resident enterprises set up in China with an actual relationship with such institution or establishment.
3.居民企业从其直接或者间接控制的外国企业分得的来源于中国境外的股息、红利等权益性投资收益，外国企业在境外实际缴纳的所得税税额中属于该项所得负担的部分，可以作为该居民企业的可抵免境外所得税税额，在企业所得税法规定的抵免限额内抵免。
here income from equity investment such as dividend and bonus originating outside the territory of China is shared by foreign enterprises directly or indirectly controlled by resident enterprises, the portion undertaken by foreign enterprises in the actual income tax actually paid outside the territory by foreign enterprises may be offset in the offset limit prescribed in Enterprise Income Tax Law as the income tax that may be offset outside the territory by such resident enterprises.

税收优惠
1. 企业的下列收入为免税收入：(1) 国债利息收入；(2) 符合条件的居民企业之间的股息、红利等权益性投资收益；(3) 在中国境内设立机构、场所的非居民企业从居民企业取得与该机构、场所有实际联系的股息、红利等权益性投资收益；(4) 符合条件的非营利组织的收入。
The following income of Enterprises shall be tax-exempted income(1) income from interests on government bonds;(2) income from equity investment income such as dividend and bonus between qualified resident enterprises;(3) income from equity investment such as dividend and bonus obtained from resident enterprises by non-resident enterprises that have set up institutions or establishments in China with an actual relationship with such institutions or establishments;(4) income of qualified non-profit organizations.
2. 企业的下列所得，可以免征、减征企业所得税：(1) 从事农、林、牧、渔业项目的所得；(2) 从事国家重点扶持的公共基础设施项目投资经营的所得；(3) 从事符合条件的环境保护、节能节水项目的所得；(4) 符合条件的技术转让所得；(5) 符合企业所得税法规定的非居民企业所得。
The following income may be subject to exempted or reduced enterprise income tax(1) income from engaging in projects of agriculture, forestry, animal husbandry and fisheries by Enterprises;(2) income from investment and operation of infrastructure projects with key state support such as harbor, pier, airport, railway, highway, electricity and hydroelectricity by Enterprises;(3) income from engaging in qualified projects of environmental protection and energy and water conservation;(4) income from qualified transfer of technology by Enterprises; and(5) income from non-resident enterprises prescribed by Enterprise Income Tax Law.
4. 符合条件的小型微利企业，减按20%的税率征收企业所得税。国家需要重点扶持的高新技术企业，减按15%的税率征收企业所得税。
Small-scale Enterprises with minimal profits that are qualified are subject to the applicable enterprise income tax rate with a reduction of 20%.High and new technology Enterprises that require key state support are subject to the applicable enterprise income tax rate with a reduction of 15%.
5. 企业的下列支出，可以在计算应纳税所得额时加计扣除：（1）开发新技术、新产品、新工艺发生的研究开发费用；（2）安置残疾人员及国家鼓励安置的其他就业人员所支付的工资。Weighted deduction may be computed in taxable income for the following expenses of Enterprises（1）research and development fees incurred by Enterprises in the development of new technology, new products and new skills; and（2）the wages paid by Enterprises for job placement of the disabled and of other personnel encouraged by the State.
6. 创业投资企业从事国家需要重点扶持和鼓励的创业投资，可以按投资额的一定比例抵扣应纳税所得额。
Venture investment enterprises that engage in venture investment requiring key state support and encouragement may offset the taxable income at a certain ratio of the investment amount.
7. 企业的固定资产由于技术进步等原因，确需加速折旧的，可以缩短折旧年限或者采取加速折旧的方法。
Where the fixed assets of Enterprises actually require accelerated depreciation due to technology advancement, the years of depreciation may be shortened or the accelerated depreciation method may be adopted.
8. 企业综合利用资源，生产符合国家产业政策规定的产品所取得的收入，可以在计算应纳税所得额时减计收入。
The income obtained by Enterprises from the production of products in line with state industrial policies through comprehensive use of resources may be deducted from the taxable income.
9. 企业购置用于环境保护、节能节水、安全生产等专用设备的投资额，可以按一定比例实行税额抵免。
The investment by Enterprises on procurement of special facilities for environmental protection, energy and water conservation and safe production may be subject to an offset tax amount at a certain ratio.

特别纳税调整
1. 企业与其关联方之间的业务往来，不符合独立交易原则而减少企业或者其关联方应纳税收入或者所得额的，税务机关有权按照合理方法调整。企业与其关联方共同开发、受让无形资产，或者共同提供、接受劳务发生的成本，在计算应纳税所得额时应当按照独立交易原则进行分摊。
The business transactions between Enterprises and their affiliates that reduce the taxable income or income of such Enterprises and their affiliates not in compliance with independent transaction principle, the taxation authority has the right to make an adjustment in accordance with reasonable methods.The cost incurred in joint development and transfer of intangible assets, or joint provision and acceptance of labor services by Enterprises and their affiliates shall be shared under the independent transaction principle in computing the taxable income.
2. 企业可以向税务机关提出与其关联方之间业务往来的定价原则和计算方法，税务机关与企业协商、确认后，达成预约定价安排。
Enterprises may report to the tax authority the pricing principle and calculation method of the transactions between their affiliates. Upon negotiation and confirmation with the Enterprises, the tax authority may reach the advance pricing arrangement.
3. 企业从其关联方接受的债权性投资与权益性投资的比例超过规定标准而发生的利息支出，不得在计算应纳税所得额时扣除。
The interest fee incurred in excess of the prescribed standard obtained by Enterprises from the loan investment and equity investment of their affiliates may not be deducted from the taxable income.

征收管理
1. 除税收法律、行政法规另有规定外，居民企业以企业登记注册地为纳税地点；但登记注册地在境外的，以实际管理机构所在地为纳税地点。居民企业在中国境内设立不具有法人资格的营业机构的，应当汇总计算并缴纳企业所得税。
Unless otherwise specified by tax laws and administrative regulations, resident enterprises whose place of tax payment is the place of registration of the Enterprise but the place of registration is outside the territory, the place of tax payment shall be the place where the actual administration institution is located.Where resident enterprises establish business institutions in China without legal person qualification, it shall consolidate the calculation and payment of enterprise income tax.
2. 非居民企业取得企业所得税法第三条第二款规定的所得，以机构、场所所在地为纳税地点。非居民企业在中国境内设立两个或者两个以上机构、场所的，经税务机关审核批准，可以选择由其主要机构、场所汇总缴纳企业所得税。非居民企业取得企业所得税法第三条第三款规定的所得，以扣缴义务人所在地为纳税地点。
In respect of non-resident enterprises that obtain the income prescribed in Paragraph Two of Article 3 of Enterprise Income Tax Law, the place of tax payment shall be the place where the institution or the establishment is located. Non-resident enterprises that set up two or more institutions or establishments in China may, upon the examination and approval of the tax authority, select its main institution or establishment to pay the consolidated enterprise income tax.Where non-resident enterprises obtain the income prescribed in Paragraph Three of Article 3 of Enterprise Income Tax Law, the place of tax payment shall be the place where the withholding agent is located.
3. 除国务院另有规定外，企业之间不得合并缴纳企业所得税。
Enterprises may not pay consolidated enterprise income tax unless otherwise prescribed by the State Council.
4. 企业所得税按纳税年度计算。纳税年度自公历1月1日起至12月31日止。企业在一个纳税年度中间开业，或者终止经营活动，使该纳税年度的实际经营期不足十二个月的，应当以其实际经营期为一个纳税年度。企业依法清算时，应当以清算期间作为一个纳税年度。
Enterprise income tax shall be calculated in accordance with the taxable year which starts from 1 January to 31 December of a calendar year.If an Enterprise commences business or terminates its business activities during the taxable year and the actual business period of such taxable year is less than 12 months, the actual business period shall be treated as a taxable year.Where the Enterprise is liquidated in accordance with the law, the liquidation period shall be a taxable year.
5. 企业所得税分月或者分季预缴。企业应当自月份或者季度终了之日起十五日内，向税务机关报送预缴企业所得税纳税申报表，预缴税款。企业应当自年度终了之日起五个月内，向税务机关报送年度企业所得税纳税申报表，并汇算清缴，结清应缴应退税款。
Enterprise income tax shall be prepaid on a monthly or quarterly basis.Enterprises shall submit a prepaid enterprise income tax return to the tax authority within 15 days of the completion of the month or the quarter to make tax prepayment.Enterprises shall submit an annual enterprise income tax return to the tax authority within five months of the completion of the year and make the settlement of the payable and refundable tax payment.
6. 企业在年度中间终止经营活动的，应当自实际经营终止之日起六十日内，向税务机关办理当期企业所得税汇算清缴。企业应当在办理注销登记前，就其清算所得向税务机关申报并依法缴纳企业所得税。
Where Enterprises terminate business activities in the interim of the year, they shall handle with the tax authority the settlement and payment of enterprise income tax of the current period within 60 days from the actual termination of business.Enterprises shall, prior to handling registration cancellation, file a return of the income settled and pay enterprise income tax in accordance with the law.
7. 依法缴纳的企业所得税，以人民币计算。所得以人民币以外的货币计算的，应当折合成人民币计算并缴纳税款。
Enterprise income tax paid in accordance with the Law shall be calculated in Renminbi. Where the income is calculated in a currency other than Renminbi, it shall be converted into Renminbi for tax payment.

附：需进一步了解税法内容，可阅读《中华人民共和国企业所得税法实施条例》。

劳动合同法及实施条例简读 Simple Reading on the Employment Contract Law and Its Implementation Regulations

Abtract: The Law of PRC on Employment Contract and Regulation on Implementation of the Employment Contract Law of PRC are important on employment relationship. The following are some points of the law, to meet the needs of quick understanding on the details.

(Note: If you are interested in this detail, please contact me or e-mail to sdhmyan@hotmail.com)


《劳动合同法》、《劳动合同法实施条例》、《就业促进法》、《劳动争议调解仲裁法》已于2008年陆续实施，这是调整用人单位与劳动者之间劳动关系的重要组成法律文件。为了读者可更快速简明地了解其中的《劳动合同法》及《劳动合同法实施条例》，作者整理了重要的法律章节，以供参考。


用人单位范畴：
1.中华人民共和国境内的企业、个体经济组织、民办非企业单位等组织与劳动者建立劳动关系，订立、履行、变更、解除或者终止劳动合同，适用劳动合同法。
The Employment Contract Law governs the establishment of employment relationships between, and the conclusion, performance, amendment, termination and ending of employment contracts by, organizations such as enterprises, individual economic organizations and private non-enterprise units in the People’s Republic of China (“Employers”) on the one hand and Employees in the People’s Republic of China on the other hand.
2.国家机关、事业单位、社会团体和与其建立劳动关系的劳动者，订立、履行、变更、解除或者终止劳动合同，依照劳动合同法执行。
The conclusion, performance, amendment, termination and ending of employment contracts by state authorities, institutions or social organizations on the one hand and Employees with whom they establish employment relationships on the other hand, shall be handled pursuant to the Employment Contract Law.
3.依法成立的会计师事务所、律师事务所等合伙组织和基金会，属于劳动合同法规定的用人单位。
Legally established accounting firms, law firms and other partnerships and foundations are employers defined in the Employment Contract Law.

工会
1．用人单位在制定、修改或者决定有关劳动报酬、工作时间、休息休假、劳动安全卫生、保险福利、职工培训、劳动纪律以及劳动定额管理等直接涉及劳动者切身利益的规章制度或者重大事项时，应当经职工代表大会或者全体职工讨论，提出方案和意见，与工会或者职工代表平等协商确定。
When an Employer formulates, revises or decides on rules and regulations, or material matters, that have a direct bearing on the immediate interests of its Employees, such as those concerning compensation, work hours, rest, leave, work safety and hygiene, insurance, benefits, employee training, work discipline or work quota management, the same shall be discussed by the employee representative congress or all the employees. The employee representative congress or all the employees, as the case may be, shall put forward a proposal and comments, whereupon the matter shall be determined through consultations with the Trade union or employee representatives conducted on a basis of equality.
2．在规章制度和重大事项决定实施过程中，工会或者职工认为不适当的，有权向用人单位提出，通过协商予以修改完善。
If, during the implementation of an Employer’s rule or regulation or decision on a crucial matter, the Trade union or an employee is of the opinion that the same is inappropriate, it or he is entitled to communicate such opinion to the Employer, and the rule, regulation or decision shall be improved by making amendments after consultations.
3．县级以上人民政府劳动行政部门会同工会和企业方面代表，建立健全协调劳动关系三方机制，共同研究解决有关劳动关系的重大问题。
The labor administration authorities of People’s Governments at the county level and above, together with the Trade union and enterprise representatives, shall establish a comprehensive tri-partite mechanism for the coordination of employment relationships, in order to jointly study and resolve major issues concerning employment relationships.
4．工会应当帮助、指导劳动者与用人单位依法订立和履行劳动合同，并与用人单位建立集体协商机制，维护劳动者的合法权益。
A Trade union shall assist and guide Employees in the conclusion of employment contracts with their Employer and the performance thereof in accordance with the law, and establish a collective bargaining mechanism with the Employer in order to safeguard the lawful rights and interests of Employees.
5. 用人单位单方解除劳动合同，应当事先将理由通知工会。用人单位违反法律、行政法规规定或者劳动合同约定的，工会有权要求用人单位纠正。用人单位应当研究工会的意见，并将处理结果书面通知工会。
When an Employer is to terminate an employment contract unilaterally, it shall give the Trade union advance notice of the reason therefore. If the Employer violates laws, administrative statutes or the employment contract, the Trade union has the right to demand that the Employer rectify the matter. The Employer shall study the Trade union’s opinions and notify the Trade union in writing as to the outcome of its handling of the matter.
6. 工会依法维护劳动者的合法权益，对用人单位履行劳动合同、集体合同的情况进行监督。用人单位违反劳动法律、法规和劳动合同、集体合同的，工会有权提出意见或者要求纠正；劳动者申请仲裁、提起诉讼的，工会依法给予支持和帮助。
Trade unions shall safeguard the lawful rights and interests of Employees in accordance with the law and monitor the performance of the employment contracts and collective contracts by Employers. If an Employer violates labor laws or statutes or breaches an employment contract or collective contract, the Trade union has the right to voice its opinion or require that the matter be rectified. If a Employee applies for arbitration or institutes an action, the Trade union shall provide support and assistance in accordance with the law.

劳动合同的订立
1．劳动合同法规定的用人单位设立的分支机构，依法取得营业执照或者登记证书的，可以作为用人单位与劳动者订立劳动合同；未依法取得营业执照或者登记证书的，受用人单位委托可以与劳动者订立劳动合同。
A branch office established by an employer as defined in the Employment Contract Law which has obtained its business license or registration certificate according to law may conclude employment contracts with employees in the name of an employer; if it has failed to obtained a business license or registration certificate, it may conclude employment contracts with employees only upon the authorization of the employer.
2． 自用工之日起一个月内，经用人单位书面通知后，劳动者不与用人单位订立书面劳动合同的，用人单位应当书面通知劳动者终止劳动关系，无需向劳动者支付经济补偿，但是应当依法向劳动者支付其实际工作时间的劳动报酬。
Where any employee, after being notified by the employer in writing, fails to conclude a written employment contract with the employer within one month from the day when he is employed, the employer shall terminate the employment relationship with the employee and notify the employee in writing, in which case, the employer is not required to make any economic compensation to the employee, but shall pay the employee for his actual working time.
3． 用人单位自用工之日起超过一个月不满一年未与劳动者订立书面劳动合同的，向劳动者每月支付两倍的工资，并与劳动者补订书面劳动合同；劳动者不与用人单位订立书面劳动合同的，用人单位应当书面通知劳动者终止劳动关系，并支付经济补偿。
前款规定的用人单位向劳动者每月支付两倍工资的起算时间为用工之日起满一个月的次日，截止时间为补订书面劳动合同的前一日。
Where an employer fails to conclude a written employment contract with an employee after the lapse of more than one month but less than one year from the date when the employee is employed, it shall pay to the worker his monthly wages in double amount according to the Employment Contract Law, and shall conclude a written employment contract with the employee. Where an employee refuses to conclude a written employment contract with his employer, the employer shall terminate the employment relationship, notify the employee in writing, and make economic compensations to the employee according to the Employment Contract Law. The start time of the period when an employer is required to pay an employee his monthly wages in double amount shall be the day following the full month from the day when the employee is employed, and the end time shall be the day before the day when the written employment contract is concluded.
4．用人单位自用工之日起满一年未与劳动者订立书面劳动合同的，自用工之日起满一个月的次日至满一年的前一日应向劳动者每月支付两倍的工资，并视为自用工之日起满一年的当日已经与劳动者订立无固定期限劳动合同，应当立即与劳动者补订书面劳动合同。
Where an employer fails to conclude a written employment contract with an employee after the lapse of one full year from the day when the employee is employed, the employer shall pay his monthly wages in double amount from the day next to the lapse of a full month to the day before it is a full year since the employee’s employment, and it shall be deemed that the employer has concluded an employment contract without a fixed term with the employee on the day when it is a full year since the employee’s employment, and a written employment contract without a fixed term shall be concluded with the employee immediately.
5．劳动合同法规定的连续工作满10年的起始时间，应当自用人单位用工之日起计算，包括劳动合同法施行前的工作年限。
The start time of the term “10 consecutive years” as mentioned in the Employment Contract Law shall be the day when the employer hired the employee, including the time of employment before the Employment Contract Law came into force.
6．劳动者非因本人原因从原用人单位被安排到新用人单位工作的，劳动者在原用人单位的工作年限合并计算为新用人单位的工作年限。原用人单位已经向劳动者支付经济补偿的，新用人单位在依法解除、终止劳动合同计算支付经济补偿的工作年限时，不再计算劳动者在原用人单位的工作年限。
Where an employee is transferred to a new employer for reasons not attributable to himself, his working time with the original employer shall be consolidated into his working time with the new employer. If the original employer has made economic compensations for his working time with the original employer, the new employer shall not consider the employee’s working time with the original employer when calculating economic compensations made to such employee for dissolving or terminating the employment contract with him.
7．用人单位与劳动者不得在劳动合同法规定的劳动合同终止情形之外约定其他的劳动合同终止条件。
An employer and an employee may not agree on any other term for the termination of the employment contract beyond the circumstances for the termination of employment contracts as prescribed in the Employment Contract Law.
8．劳动合同履行地与用人单位注册地不一致的，有关劳动者的最低工资标准、劳动保护、劳动条件、职业危害防护和本地区上年度职工月平均工资标准等事项，按照劳动合同履行地的有关规定执行；用人单位注册地的有关标准高于劳动合同履行地的有关标准，且用人单位与劳动者约定按照用人单位注册地的有关规定执行的，从其约定。
Where the place of performance of an employment contract is not the place of registration of the employer, such matters about the employee as the maximum wage level, labor protection, work conditions, prevention against occupational harm and the local average monthly wages in the last year shall be governed by the relevant provisions of the place of performance of the employment contract. If the relevant standards at the place of registration of the employer are higher than those at the place of performance of the employment contract and both the employer and the employee have agreed on following the relevant provisions of the place of registration of the employer, the relevant provisions of the place of registration of the employer shall apply.
9．劳动合同期限三个月以上不满一年的，试用期不得超过一个月；劳动合同期限一年以上不满三年的，试用期不得超过二个月；三年以上固定期限和无固定期限的劳动合同，试用期不得超过六个月。
同一用人单位与同一劳动者只能约定一次试用期。
以完成一定工作任务为期限的劳动合同或者劳动合同期限不满三个月的，不得约定试用期。
试用期包含在劳动合同期限内。劳动合同仅约定试用期的，试用期不成立，该期限为劳动合同期限。
劳动者在试用期的工资不得低于本单位相同岗位最低档工资的80%或者不得低于劳动合同约定工资的80%，并不得低于用人单位所在地的最低工资标准。
If an employment contract has a term of not less than three months but less than one year, the probation period may not exceed one month; if an employment contract has a term of more than one year and less than three years, the probation period may not exceed two months; and if an employment contract has a term of not less than three years or is open-ended, the probation period may not exceed six months. An Employer may stipulate only one probation period with any given Employee.No probation period may be specified in an employment contract with a term to expire upon completion of a certain job or an employment contract with a term of less than three months. The probation period shall be included in the term of the employment contract. If an employment contract provides for a probation period only, then there is no probation period and the term concerned shall be the term of the employment contract. A employee’ wages during probation shall not be less than 80% of the minimum wages for the same post of the employer or 80% of the wages stipulated in the employment contract, and shall not be less than the minimum wage level of the place where the employer is located.
10．劳动合同法规定的培训费用，包括用人单位为了对劳动者进行专业技术培训而支付的有凭证的培训费用、培训期间的差旅费用以及因培训产生的用于该劳动者的其他直接费用。
用人单位为劳动者提供专项培训费用，对其进行专业技术培训的，可以与该劳动者订立协议，约定服务期。
劳动者违反服务期约定的，应当按照约定向用人单位支付违约金。违约金的数额不得超过用人单位提供的培训费用。用人单位要求劳动者支付的违约金不得超过服务期尚未履行部分所应分摊的培训费用。
用人单位与劳动者约定服务期的，不影响按照正常的工资调整机制提高劳动者在服务期期间的劳动报酬。
劳动合同期满，但是用人单位与劳动者依照劳动合同法规定约定的服务期尚未到期的，劳动合同应当续延至服务期满；双方另有约定的，从其约定。
If an Employer provides special funding for a Employee’s training and gives him professional technical training, it may conclude an agreement specifying a term of service with such Employee. If the Employee breaches the agreement on the term of service, he shall pay liquidated damages to the Employer as agreed. The measure of the liquidated damages may not exceed the training expenses paid by the Employer. The liquidated damages that the Employer requires the Employee to pay may not exceed the portion of the training expenses allocable to the unperformed portion of the term of service. The reaching of agreement on a term of service between the Employer and the Employee does not affect the raising of the Employee’s labor compensation during the term of service according to the normal wage adjustment mechanism. The training expenses as mentioned in the Employment Contract Law include the training expenses spent by the employer on providing professional technical trainings for an employee, the travel expenses during the training, and other direct expenses spent on the employee as a result of the training.
Where an employment contract expires when the term of service stipulated by the employer and the employee according to the Employment Contract Law has not expired yet, the employment contract shall performed until at least the expiration of the term of service, unless it is otherwise stipulated by both parties.
11．用人单位与劳动者协商一致，可以订立无固定期限劳动合同。有下列情形之一，劳动者提出或者同意续订、订立劳动合同的，除劳动者提出订立固定期限劳动合同外，应当订立无固定期限劳动合同：
（1）劳动者在该用人单位连续工作满十年的；
（2）用人单位初次实行劳动合同制度或者国有企业改制重新订立劳动合同时，劳动者在该用人单位连续工作满十年且距法定退休年龄不足十年的；
（3）连续订立二次固定期限劳动合同，且劳动者没有劳动合同法规定不与续签情形，续订劳动合同的。
用人单位自用工之日起满一年不与劳动者订立书面劳动合同的，视为用人单位与劳动者已订立无固定期限劳动合同。
An Employer and an Employee may conclude an open-ended employment contract upon reaching a negotiated consensus. If a Employee proposes or agrees to renew his employment contract or to conclude an employment contract in any of the following circumstances, an open-ended employment contract shall be concluded, unless the Employee requests the conclusion of a fixed-term employment contract:
(1) The Employee has been working for the Employer for a consecutive period of not less than 10 years;
(2) when his Employer introduces the employment contract system or the state owned enterprise that employs him re-concludes its employment contracts as a result of restructuring, the Employee has been working for the Employer for a consecutive period of not less than 10 years and is less than 10 years away from his legal retirement age; or
(3) prior to the renewal, a fixed-term employment contract was concluded on two consecutive occasions and the Employee is not characterized by any of the prohibited circumstances set forth in the Employment Contract Law.
If an Employer fails to conclude a written employment contract with an Employee within one year from the date on which it starts using the Employee, the Employer and the Employee shall be deemed to have concluded an open-ended employment contract.

劳动合同无效或部分无效
1．下列劳动合同无效或者部分无效：
（1）以欺诈、胁迫的手段或者乘人之危，使对方在违背真实意思的情况下订立或者变更劳动合同的；
（2）用人单位免除自己的法定责任、排除劳动者权利的；
（3）违反法律、行政法规强制性规定的。
对劳动合同的无效或者部分无效有争议的，由劳动争议仲裁机构或者人民法院确认。
An employment contract shall be invalid or partially invalid if:
(1) A party uses such means as deception or coercion, or takes advantage of the other party’s difficulties, to cause the other party to conclude an employment contract, or to make an amendment thereto, that is contrary to that party’s true intent;
(2) The Employer disclaims its legal liability or denies the Employee his rights; or
(3) Mandatory provisions of laws or administrative statutes are violated. If the invalidity or partial invalidity of the employment contract is disputed, it shall be confirmed by a labor dispute arbitration institution or a People’s Court.
2．劳动合同部分无效，不影响其他部分效力的，其他部分仍然有效。
If certain provisions of an employment contract are invalid and such invalidity does not affect the validity of the remaining provisions, the remaining provisions shall remain valid.
3．劳动合同被确认无效，劳动者已付出劳动的，用人单位应当向劳动者支付劳动报酬。劳动报酬的数额，参照本单位相同或者相近岗位劳动者的劳动报酬确定。
If an employment contract is confirmed as invalid and the Employee has already performed labor, the Employer shall pay the Employee labor compensation. The amount of labor compensation shall be determined with reference to the labor compensation of Employees in the same or a similar position with the Employer.

劳动合同的履行和变更
1. 用人单位应当按照劳动合同约定和国家规定，向劳动者及时足额支付劳动报酬。
用人单位拖欠或者未足额支付劳动报酬的，劳动者可以依法向当地人民法院申请支付令，人民法院应当依法发出支付令。
Employers shall pay their Employees labor compensation on time and in full in accordance with the employment contracts and state regulations. If an Employer falls into arrears with the payment of labor compensation or fails to make payment in full, the Employee may, in accordance with the law, apply to the local People’s Court for an order to pay; and the People’s Court shall issue such order in accordance with the law.
2. 用人单位应当严格执行劳动定额标准，不得强迫或者变相强迫劳动者加班。用人单位安排加班的，应当按照国家有关规定向劳动者支付加班费。
Employers shall strictly implement the work quota standards and may not compel or in a disguised manner compel Employees to work overtime. If an Employer arranges for a Employee to work overtime, it shall pay him overtime pay in accordance with the relevant state regulations.
3. 用人单位发生合并或者分立等情况，原劳动合同继续有效，劳动合同由承继其权利和义务的用人单位继续履行。
If an Employer is merged or divided, etc., its existing employment contracts shall remain valid and continue to be performed by the Employer(s) which succeeded to its rights and obligations .

劳动合同的解除和终止
1．劳动者可以与用人单位解除固定期限劳动合同、无固定期限劳动合同或者以完成一定工作任务为期限的劳动合同的情形：
（1）劳动者与用人单位协商一致的；
（2）劳动者提前30日以书面形式通知用人单位的；
（3）劳动者在试用期内提前3日通知用人单位的；
（4）用人单位未按照劳动合同约定提供劳动保护或者劳动条件的；
（5）用人单位未及时足额支付劳动报酬的；
（6）用人单位未依法为劳动者缴纳社会保险费的；
（7）用人单位的规章制度违反法律、法规的规定，损害劳动者权益的；
（8）用人单位以欺诈、胁迫的手段或者乘人之危，使劳动者在违背真实意思的情况下订立或者变更劳动合同的；
（9）用人单位在劳动合同中免除自己的法定责任、排除劳动者权利的；
（10）用人单位违反法律、行政法规强制性规定的；
（11）用人单位以暴力、威胁或者非法限制人身自由的手段强迫劳动者劳动的；
（12）用人单位违章指挥、强令冒险作业危及劳动者人身安全的；
（13）法律、行政法规规定劳动者可以解除劳动合同的其他情形。
Under any of the following circumstances, an employee may dissolve an employment contract with a fixed term, an employment contract without a fixed term or an employment contract that sets the completion of a specific task as the term of the contract concluded with the employer:（1）the employee and the employer so agree;
（2）the employee has notified the employee of the dissolution in writing at least 30 days in advance;
（3）the employee has notified the employer of the dissolution three days in advance during probation;
（4）the employer fails to provide labor protection or work conditions as it has promised in the employment contract;
（5）the employer fails to pay labor remunerations on schedule or in full amount;
（6）the employer fails to pay social insurance premiums for the employee as required by law; （7）some of the employer’s rules or procedures have contravened the law and damaged the rights and interests of the employee;
（8）the employer, by means of deception or coercion or by taking advantage of the employee’s difficulties, forces the employee to conclude or change the employment contract against the employee’s true will;
（9）the employer disclaims its legal liability or denies the employee’s rights in the employment contract;
（10）the employer violates the mandatory provisions of any law or administrative regulation; （11） the employer compels the employee to work by force, threat or illegally restricting the personal freedom of the employee;
（12）the employer gives orders in violation of the safety regulations or forces the employee to risk his life; or
（13）other circumstances under which the employee can dissolve the employment contract as set forth in laws or administrative regulations.
2．用人单位可以与劳动者解除固定期限劳动合同、无固定期限劳动合同或者以完成一定工作任务为期限的劳动合同的情形：
（1）用人单位与劳动者协商一致的；
（2）劳动者在试用期间被证明不符合录用条件的；
（3）劳动者严重违反用人单位的规章制度的；
（4）劳动者严重失职，营私舞弊，给用人单位造成重大损害的；
（5）劳动者同时与其他用人单位建立劳动关系，对完成本单位的工作任务造成严重影响，或者经用人单位提出，拒不改正的；
（6）劳动者以欺诈、胁迫的手段或者乘人之危，使用人单位在违背真实意思的情况下订立或者变更劳动合同的；
（7）劳动者被依法追究刑事责任的；
（8）劳动者患病或者非因工负伤，在规定的医疗期满后不能从事原工作，也不能从事由用人单位另行安排的工作的；
（9）劳动者不能胜任工作，经过培训或者调整工作岗位，仍不能胜任工作的；
（10）劳动合同订立时所依据的客观情况发生重大变化，致使劳动合同无法履行，经用人单位与劳动者协商，未能就变更劳动合同内容达成协议的；
（11）用人单位依照企业破产法规定进行重整的；
（12）用人单位生产经营发生严重困难的；
（13）企业转产、重大技术革新或者经营方式调整，经变更劳动合同后，仍需裁减人员的；
（14）其他因劳动合同订立时所依据的客观经济情况发生重大变化，致使劳动合同无法履行的。
Under any of the following circumstances, an employer may dissolve an employment contract with a fixed term, an employment contract without a fixed term or an employment contract that sets the completion of a specific task as the term of the contract concluded with an employee:
(1)the employer and the employee so agree;
(2)the employee is proved to have failed to meet the employment conditions during the probation;
(3)the employee seriously violates the rules and procedures set up by the employer;
(4)the employee seriously neglects his duties or engages in malpractice for personal gains and has caused severe damages to the employer;
(5) the employee simultaneously enters an employment relationship with any other employer and thus seriously affects his completion of the tasks assigned by the employer, or the employee refuses to correct after the employer has pointed out the problem;
(6) the employee, by means of deception or coercion or by taking advantage of the employer’s difficulties, forces the employer to conclude or change the employment contract against the employer’s true will;
(7)the employee is under investigation for criminal liabilities;
(8)the employee is sick or is injured for a non-work-related reason and cannot resume his original position after the expiration of the prescribed time period for medical treatment, nor can he assume any other position arranged by the employer;
(9)the employee is incompetent for his position or is still so after training or being assigned to another position;
(10)the objective situation on which the conclusion of the employment contract is based has changed considerably, which makes it impossible to perform the employment contract, and no agreement on changing the contents of the employment contract has been reached after negotiations between the employer and the employee;
(11)the employer is being restructured according to the Enterprise Bankruptcy Law;
(12)the employer encounters serious difficulties in production and business operations;
(13)the employer changes its products, makes important technological renovations, or adjusts the way of business operations, and it is still necessary to lay off some employees after modifying the employment contract; or
(14)other objective economic situations in which the employment contract is based change substantially, which makes it impossible to perform the employment contract.

3．劳动者有下列情形之一的，用人单位不得解除劳动合同：
(1)从事接触职业病危害作业的劳动者未进行离岗前职业健康检查，或者疑似职业病病人在诊断或者医学观察期间的；
(2)在本单位患职业病或者因工负伤并被确认丧失或者部分丧失劳动能力的；
(3)患病或者非因工负伤，在规定的医疗期内的；
(4)女职工在孕期、产期、哺乳期的；
(5)在本单位连续工作满十五年，且距法定退休年龄不足五年的；
(6)法律、行政法规规定的其他情形。
An Employer may not terminate an employment contract if the Employee:
(1) is engaged in operations exposing him to occupational disease hazards and has not undergone a pre-departure occupational health check-up, or is suspected of having contracted an occupational disease and is being diagnosed or under medical observation;
(2) Has been confirmed as having lost or partially lost his capacity to work due to an occupational disease contracted or a work-related injury sustained with the Employer;
(3) Has contracted an illness or sustained a non-work-related injury, and the set period of medical care therefore has not expired;
(4) Is a female employee in her pregnancy, confinement or nursing period;
(5) Has been working for the Employer continuously for not less than 15 years and is less than 5 years away from his legal retirement age;
(6) Finds himself in other circumstances stipulated in laws or administrative statutes.
4. 有下列情形之一的，劳动合同终止：
(1) 劳动合同期满的；
(2) 劳动者开始依法享受基本养老保险待遇的；
(3) 劳动者死亡，或者被人民法院宣告死亡或者宣告失踪的；
(4) 用人单位被依法宣告破产的；
(5) 用人单位被吊销营业执照、责令关闭、撤销或者用人单位决定提前解散的；
(6) 法律、行政法规规定的其他情形。
An employment contract shall end if:
(1) Its term expires;
(2) The Employee has commenced drawing his basic old age insurance pension in accordance with the law;
(3) The Employee dies, or is declared dead or missing by a People’s Court;
(4) The Employer is declared bankrupt;
(5) The Employer has its business license revoked, is ordered to close or is closed down, or the Employer decides on early liquidation; or
(6) Another circumstance specified in laws or administrative statutes arises.
5. 赔偿金、违约金及经济补偿
（1） 用人单位违反劳动合同法的规定解除或者终止劳动合同，依照劳动合同法规定支付了赔偿金的，不再支付经济补偿。赔偿金的计算年限自用工之日起计算。
（2）用人单位与劳动者约定了服务期，劳动者依照劳动合同法规定解除劳动合同的，不属于违反服务期的约定，用人单位不得要求劳动者支付违约金。
（3）有下列情形之一，用人单位与劳动者解除约定服务期的劳动合同的，劳动者应当按照劳动合同的约定向用人单位支付违约金：
A．劳动者严重违反用人单位的规章制度的；
B．劳动者严重失职，营私舞弊，给用人单位造成重大损害的；
C．劳动者同时与其他用人单位建立劳动关系，对完成本单位的工作任务造成严重影响，或者经用人单位提出，拒不改正的；
D．劳动者以欺诈、胁迫的手段或者乘人之危，使用人单位在违背真实意思的情况下订立或者变更劳动合同的；
E．劳动者被依法追究刑事责任的。
（4）用人单位与劳动者可以在劳动合同中约定保守用人单位的商业秘密和与知识产权相关的保密事项。
对负有保密义务的劳动者，用人单位可以在劳动合同或者保密协议中与劳动者约定竞业限制条款，并约定在解除或者终止劳动合同后，在竞业限制期限内按月给予劳动者经济补偿。劳动者违反竞业限制约定的，应当按照约定向用人单位支付违约金。
竞业限制的人员限于用人单位的高级管理人员、高级技术人员和其他负有保密义务的人员。竞业限制的范围、地域、期限由用人单位与劳动者约定，竞业限制的约定不得违反法律、法规的规定。
在解除或者终止劳动合同后，前款规定的人员到与本单位生产或者经营同类产品、从事同类业务的有竞争关系的其他用人单位，或者自己开业生产或者经营同类产品、从事同类业务的竞业限制期限，不得超过二年。
(5)劳动合同法规定的经济补偿的月工资按照劳动者应得工资计算，包括计时工资或者计件工资以及奖金、津贴和补贴等货币性收入。劳动者在劳动合同解除或者终止前12个月的平均工资低于当地最低工资标准的，按照当地最低工资标准计算。劳动者工作不满12个月的，按照实际工作的月数计算平均工资。
An Employer and a Employee may include in their employment contract provisions on confidentiality matters relating to maintaining the confidentiality of the trade secrets of the Employer and to intellectual property.
If a Employee has a confidentiality obligation, the Employer may agree with the Employee on competition restriction provisions in the employment contract or confidentiality agreement, and stipulate that the Employer shall pay financial compensation to the Employee on a monthly basis during the term of the competition restriction after the termination or ending of the employment contract. If the Employee breaches the competition restriction provisions, he shall pay liquidated damages to the Employer as stipulated.
The personnel subject to competition restrictions shall be limited to the Employer’s senior management, senior technicians and other personnel with a confidentiality obligation. The scope, territory and term of the competition restrictions shall be agreed upon by the Employer and the Employee, and such agreement shall not violate laws and regulations.
The term, counted from the termination or ending of the employment contract, for which a person as mentioned in the preceding paragraph is subject to competition restrictions in terms of his working for a competing Employer that produces the same type of products or is engaged in the same type of business as his current Employer, or in terms of his establishing his own business to produce the same type of products or engage in the same type of business, shall not exceed two years.
(1) Where any employer dissolves or terminates the employment contract with an employee against the Employment Contract Law, if it has paid compensation according to the Employment Contract Law, it is not required to make economic compensations. The working time based on which the said compensation is calculated shall be calculated from the day when the employee was hired.
(2) If an employer and an employee have stipulated the period of service in the employment contract, when the employee dissolves the employment contract according to the Employment Contract Law, it is not against the stipulation of the period of service, and the employer is not entitled to ask the employee to pay a penalty for breach of contract.
(3) If the employer dissolves the employment contract which has stipulated the period of service under any of the following circumstances, the employee shall pay a penalty for breach of contract to the employer:
A. the employee seriously violates the rules and procedures set up by the employer;
B. the employee seriously neglects his duties or engages in malpractice for personal gains and has caused severe damages to the employer;
C. the employee simultaneously enters an employment relationship with any other employer and thus seriously affects his completion of the tasks assigned by the employer, or the employee refuses to correct after the employer has pointed out the problem;
D. the employee, by means of deception or coercion or by taking advantage of the employer’s difficulties, forces the employer to conclude or change the employment contract against the employer’s true will; orE.the employee is under investigation for criminal liabilities.
(4) According to the Employment Contract Law, the monthly wages for calculating the economic compensation to be paid to an employee shall be the monthly wages that the employee deserves, including the hourly wages or piecework wages and other monetary incomes such as bonuses, allowances and subsidies. If the average wages of the employee in the 12 months before the employment contract is dissolved or terminated are below the local minimum wages level, the economic compensation shall be calculated based on the local minimum wages. If the working time of the employee is less than 12 months, the average wages shall be calculated based on the actual work time.

集体合同
1. 企业职工一方与用人单位通过平等协商，可以就劳动报酬、工作时间、休息休假、劳动安全卫生、保险福利等事项订立集体合同。集体合同草案应当提交职工代表大会或者全体职工讨论通过。
集体合同由工会代表企业职工一方与用人单位订立；尚未建立工会的用人单位，由上级工会指导劳动者推举的代表与用人单位订立。
After bargaining on an equal basis, enterprise employees, as one party, and their Employer may conclude a collective contract on such matters as labor compensation, working hours, rest, leave, work safety and hygiene, insurance, benefits, etc. The draft of the collective contract shall be presented to the employee representative congress or all the employees for discussion and approval. A collective contract shall be concluded by the Trade union, on behalf of the enterprise’s employees, and the Employer. If the Employer does not yet have a Trade union, it shall conclude the collective contract with a representative put forward by the Employees under the guidance of the Trade union at the next higher level.
2. 企业职工一方与用人单位可以订立劳动安全卫生、女职工权益保护、工资调整机制等专项集体合同。
Enterprise employees, as one party, and their Employer may enter into specialized collective contracts addressing labor safety and hygiene, protection of the rights and interests of female employees, the wage adjustment mechanism, etc.
3. 在县级以下区域内，建筑业、采矿业、餐饮服务业等行业可以由工会与企业方面代表订立行业性集体合同，或者订立区域性集体合同。
Industry-wide or area-wide collective contracts may be concluded between the Trade union on the one hand and representatives on the side of the enterprises on the other hand in industries such as construction, mining, catering services, etc. within areas below the county level.
4. 集体合同订立后，应当报送劳动行政部门；劳动行政部门自收到集体合同文本之日起十五日内未提出异议的，集体合同即行生效。
After a collective contract has been concluded, it shall be submitted to the labor administration authority. The collective contract shall become effective upon the lapse of 15 days from the date of receipt thereof by the labor administration authority, unless the said authority raises any objections to the contract.

劳务派遣特别规定
1．用人单位或者其所属单位出资或者合伙设立的劳务派遣单位，向本单位或者所属单位派遣劳动者的，属于劳动合同法规定的不得设立的劳务派遣单位。
According to the Employment Contract Law, a labor dispatch entity funded by an employer or a subsidiary entity thereof or established in the form of partnership may not dispatch any employee to the employer or the subsidiary entity.
2．劳务派遣单位不得以非全日制用工形式招用被派遣劳动者。
No labor dispatch entity may employ part-time to-be-dispatched employees.
3. 劳务派遣单位应当与被派遣劳动者订立二年以上的固定期限劳动合同，按月支付劳动报酬；被派遣劳动者在无工作期间，劳务派遣单位应当按照所在地人民政府规定的最低工资标准，向其按月支付报酬。
The employment contracts between staffing firms and the Employees to be placed shall be fixed term employment contracts with a term of not less than two years. Staffing firms shall pay labor compensation on a monthly basis. During periods when there is no work for Employees to be placed, the staffing firm shall pay such Employees compensation on a monthly basis at the minimum wage rate prescribed by the People’s Government of the place where the staffing firm is located.
4. 劳务派遣一般在临时性、辅助性或者替代性的工作岗位上实施。
The placement of Employees shall generally be practiced for temporary, auxiliary or substitute job positions.
5. 用人单位不得设立劳务派遣单位向本单位或者所属单位派遣劳动者。
Employers may not establish staffing firms to place Employees with themselves or their subordinate units.

非全日制用工
1. 非全日制用工，是指以小时计酬为主，劳动者在同一用人单位一般平均每日工作时间不超过四小时，每周工作时间累计不超过二十四小时的用工形式。
The term “part-time labor” means a form of labor for which the compensation is chiefly calculated by the hour and where the Employee generally averages not more than 4 hours of work per day and not more than an aggregate 24 hours of work per week for the same Employer.
2. 非全日制用工双方当事人可以订立口头协议。
The two parties to part-time labor may conclude an oral agreement.
3. 非全日制用工双方当事人不得约定试用期。
The two parties to part-time labor may not stipulate a probation period.
4. 非全日制用工双方当事人任何一方都可以随时通知对方终止用工。终止用工，用人单位不向劳动者支付经济补偿。
Either of the two parties to part-time labor may terminate the use of the labor by notice to the other party at any time. No severance pay shall be payable by the Employer to the Employee upon termination of the use of the labor.
5. 非全日制用工小时计酬标准不得低于用人单位所在地人民政府规定的最低小时工资标准。非全日制用工劳动报酬结算支付周期最长不得超过十五日。
The hourly compensation rate for part-time labor may not be lower than the minimum hourly wage rate prescribed by the People’s Government of the place where the Employer is located. The labor compensation settlement and payment cycle for part-time labor may not exceed 15 days.