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.