Company Law of the People's Republic of China

企业职工代表大会法律意见Legal Comments of Employee Representative s’ Congress一、与企业职工代表大会有关的法律规定：Laws related to employees’ congress1、《中华人民共和国公司法》COMPANY L AW OF THE P EOPLE'S R EPUBLIC OF C HINA第十八条公司职工依照《中华人民共和国工会法》组织工会，开展工会活动，维护职工合法权益。

公司应当为本公司工会提供必要的活动条件。

公司工会代表职工就职工的劳动报酬、工作时间、福利、保险和劳动安全卫生等事项依法与公司签订集体合同。

Article 18 The employees of a company shall, according to the Labor Union Law of the People’s Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, sign collective contracts with the company with respect to the remuneration, working hours, welfare, insurance, work safety and sanitation, and other matters.公司依照宪法和有关法律的规定，通过职工代表大会或者其他形式，实行民主管理。

资产支持票据法律意见书尊敬的委托人：就贵公司拟发行的资产支持票据（以下简称“本票据”）发行过程中的法律问题，我们依据您的委托及所提供的材料进行了分析研究，现将我们的法律意见如下：一、本票据相关法律依据1.《中华人民共和国证券法》及其相关规定；2.《中华人民共和国公司法》及其相关规定；3.《中华人民共和国票据法》及其相关规定；4.《中华人民共和国债券法》；5.《中华人民共和国担保法》及其相关规定；6.《证券公司资产支持专项计划管理办法》；7.相关监管部门的规定和解释准则。

二、关于本票据发行的法律问题1.发行主体资格问题：根据相关法律法规，贵公司是合法开展票据业务的金融机构，并且符合发行资产支持票据的资格要求。

2.发行程序合规问题：贵公司在本次发行过程中应遵循有关发行程序和要求，包括但不限于监管部门规定的信息披露和审批要求，确保发行程序的合规性。

3.票据设计合规问题：贵公司应注意票据的名称、面值、期限、利率等设计方面的合规性要求，以确保本票据符合相关法律法规的规定和市场需求。

4.披露材料真实准确问题：贵公司在发行过程中必须确保提供给投资者的披露材料真实、准确、完整，充分披露与债权人利益相关的重要信息。

5.债务人的资质和信用风险问题：贵公司在发行过程中应对债务人的资质进行严格审核，并进行充分的信用评级工作，以保证债务人的偿付能力和信用风险可控。

三、存在的风险及风险防范措施1.市场风险：贵公司在发行过程中，需注意市场利率风险、流动性风险等可能对本票据造成的影响。

贵公司可以采取利率对冲、流动性补充等措施，以规避市场风险。

2.法律风险：贵公司应严格遵守相关法律法规，并保障发行过程中的合规性和合法性，确保满足相关监管部门的要求。

3.违约风险：贵公司应妥善评估债务人的信用状况，并在发行过程中对债务人进行监测和管理，严防其产生违约风险。

4.信息披露风险：贵公司在发行过程中应严格遵守信息披露要求，确保披露材料的真实、准确、及时性，并充分披露可能对债权人利益产生重大影响的信息。

中华人民共和国公司法Company Law of the People's Republic of China颁布机关:全国人民代表大会常务委员会Promulgating Institution: Standing Committee of the National People's Congress文号:中华人民共和国主席令第八号Document Number: Order No. 8 of the President of the People's Republic of China颁布时间: Promulgating Date: 12/28/2013 12/28/2013实施时间: Effective Date: 03/01/2014 03/01/2014效力状态: Validity Status: 有效Valid（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过 1999年12月25日第九届全国人民代表大会常务委员会第十三次会议第一次修正 2004年8月28日第十届全国人民代表大会常务委员会第十一次会议第二次修正 2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订 2013年12月28日第十二届全国人民代表大会常务委员会第六次会议修订自2014年3月1日起施行）目录第一章总则第二章有限责任公司的设立和组织机构第一节设立第二节组织机构第三节一人有限责任公司的特别规定第四节国有独资公司的特别规定第三章有限责任公司的股权转让第四章股份有限公司的设立和组织机构第一节设立第二节股东大会第三节董事会、经理第四节监事会第五节上市公司组织机构的特别规定第五章股份有限公司的股份发行和转让第一节股份发行第二节股份转让第六章公司董事、监事、高级管理人员的资格和义务第七章公司债券第八章公司财务、会计第九章公司合并、分立、增资、减资第十章公司解散和清算第十一章外国公司的分支机构第十二章法律责任第十三章附则第一章总则(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; Amended for the first time at the 13th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; Amended for the second time at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at the 18th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and Revised at the 6th Session of the Standing Committee of the Twelfth National People's Congress on December 28, 2013 and shall take effect on March 1, 2014)Table of ContentsChapter 1: General ProvisionsChapter 2: Establishment and Organizational Structure of a Limited Liability CompanySection 1: EstablishmentSection 2: Organizational StructureSection 3: Special Provisions on One-Person Limited Liability CompaniesSection 4: Special Provisions on Wholly State-Owned CompaniesChapter 3: Equity Transfer of a Limited Liability CompanyChapter 4: Establishment and Organizational Structure of a Company Limited by SharesSection 1: EstablishmentSection 2: General MeetingSection 3: Board of Directors; ManagersSection 4: Board of SupervisorsSection 5: Special Provisions on the Organizational Structure of a Listed CompanyChapter 5: Issuance and Transfer of Shares of a Company Limited by SharesSection 1: Issuance of SharesSection 2: Transfer of SharesChapter 6: Qualifications and Obligations of the Directors, Supervisors, and Senior Management Personnel of a CompanyChapter 7: Corporate BondsChapter 8: Finance and Accounting of a CompanyChapter 9: Merger, Division or Capital Increase or Reduction of a CompanyChapter 10: Dissolution and Liquidation of a CompanyChapter 11: Branches of a Foreign CompanyChapter 12: Legal LiabilitiesChapter 13: Supplementary ProvisionsChapter 1: General Provisions第一条为了规范公司的组织和行为,保护公司、股东和债权人的合法权益,维护社会经济秩序,促进社会主义市场经济的发展,制定本法。

中华人民共和国公司法Company Law of the People's Republic of China（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正）(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013)目录Contents第一章总则Chapter I General Provisions第二章有限责任公司的设立和组织机构Chapter II Establishment and Organizational Structureof A Limited Liability Company第一节设立Section 1 Establishment第二节组织机构Section 2 Organizational structure第三节一人有限责任公司的特别规定Section 3 Special Provisions on One-person LimitedLiability Companies第四节国有独资公司的特别规定Section 4 Special Provisions on Wholly State-ownedCompanies第三章有限责任公司的股权转让Chapter III Transfer of Stock Right of A Limited LiabilityCompany第四章股份有限公司的设立和组织机构Chapter IV Establishment and Organizational Structureof A Joint Stock Limited Company第一节设立Section 1 Establishment第二节股东大会Section 2 Shareholders' Assembly第三节董事会、经理Section 3 Board of Directors, Managers第四节监事会Section 4 Board of Supervisors第五节上市公司组织机构的特别规定Section 5 Special Provisions on the OrganizationalStructure of A Listed Company第五章股份有限公司的股份发行和转让Chapter V Issuance and Transfer of Shares of A JointStock Limited Company第一节股份发行Section 1 Issuance of Shares 第二节股份转让Section 2 Transfer of Shares第六章公司董事、监事、高级管理人员的资格和义务Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company第七章公司债券Chapter VII Corporate Bonds第八章公司财务、会计Chapter VIII Financial Affairs and Accounting of ACompany第九章公司合并、分立、增资、减资Chapter IX Merger and Split-up of Company; Increaseand Deduction of Registered Capital第十章公司解散和清算Chapter X Dissolution and Liquidation of A Company 第十一章外国公司的分支机构Chapter XI Branches of Foreign Companies第十二章法律责任Chapter XII Legal Liabilities第十三章附则Chapter XIII Supplementary Provisions第一章总则Chapter I General Provisions第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。

Company Law of the People's Republic of China (2013 Amendment)[Effective] 中华人民共和国公司法(2013修正) [现行有效]Issuing authority:Standing Committee of the NationalPeople's CongressDocument Number:Order No.8 of the President of thePeople's Republic of ChinaDate issued:12-28-2013 Level of Authority:LawsArea of law:CompaniesCompany Law of the People's Republic of China 中华人民共和国公司法(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013) （1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正 2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正）Contents 目录Chapter I General Provisions 第一章 总则Chapter II Establishment and Organizational Structure of A Limited Liability Company 第二章 有限责任公司的设立和组织机构Section 1 Establishment 第一节 设立Section 2 Organizational structure 第二节 组织机构Section 3 Special Provisions on One-person Limited Liability Companies 第三节 一人有限责任公司的特别规定Section 4 Special Provisions on Wholly State-owned Companies 第四节 国有独资公司的特别规定Chapter III Transfer of Stock Right of A Limited Liability Company 第三章 有限责任公司的股权转让Chapter IV Establishment and Organizational Structure of A Joint Stock Limited Company 第四章 股份有限公司的设立和组织机构Section 1 Establishment 第一节 设立@Section 2 Shareholders' Assembly 第二节 股东大会Section 3 Board of Directors, Managers 第三节 董事会、经理Section 4 Board of Supervisors 第四节 监事会Section 5 Special Provisions on the Organizational Structure of A ListedCompany第五节 上市公司组织机构的特别规定Chapter V Issuance and Transfer of Shares of A Joint Stock Limited Company 第五章 股份有限公司的股份发行和转让Section 1 Issuance of Shares 第一节 股份发行Section 2 Transfer of Shares 第二节 股份转让Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company 第六章 公司董事、监事、高级管理人员的资格和义务Chapter VII Corporate Bonds 第七章 公司债券Chapter VIII Financial Affairs and Accounting of A Company 第八章 公司财务、会计Chapter IX Merger and Split-up of Company; Increase and Deduction ofRegistered Capital第九章 公司合并、分立、增资、减资Chapter X Dissolution and Liquidation of A Company 第十章 公司解散和清算Chapter XI Branches of Foreign Companies 第十一章 外国公司的分支机构Chapter XII Legal Liabilities 第十二章 法律责任Chapter XIII Supplementary Provisions 第十三章 附则Chapter I General Provisions 第一章 总则Article 1 This Law is enacted for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economy第一条 为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。

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China中华人民共和国大气污染防治法Law of the People's Republic of China on the Prevention and Control of Atmospheric Pollution (Amended on 8/29/1995)中华人民共和国大气污染防治法Law of the People's Republic of China on the Prevention and Control of Atmospheric Pollution中华人民共和国地方各级人民代表大会和地方各级人民政府组织法Organic Law of the Local People's Congresses and Local People's Governments of the People's Republic of China (Amended in 1995)中华人民共和国缔结条约程序法Law of the People's Republic of China on the Procedure of the conclusion of Treaties中华人民共和国电力法Electricity Law of the People's Republic of China中华人民共和国对外贸易法Foreign Trade Law of the People's Republic of China中华人民共和国对外贸易法Foreign Trade Law of the People's Republic of China中华人民共和国法官法Judges Law of the People's Republic of China中华人民共和国反不正当竞争法Anti-Unfair Competition Law of the People's Republic of China 中华人民共和国防空法Civil Air Defense Law of the People's Republic of China中华人民共和国妇女权益保护法Law of the People's Republic of China on the Protection of Rights and Interests of Women中华人民共和国个人所得税法Individual Income T ax Law of the People's Republic of China中华人民共和国公民出境入境管理法Law of the People's Republic of China on the Control of the Exit and Entry of Citizens中华人民共和国公民出境入境管理法实施细则Rules for Implementation of the Law of the People's Republic of China on the Control of the Exit and Entry of Citizens (Amended on 7/15/1994) 中华人民共和国公民出入境管理法Law of the People's Republic of China on the Control of the Exitand Entry of Citizens中华人民共和国公司法Company Law of the People's Republic of China中华人民共和国归侨侨眷权益保护法Law of the People's Republic of China on the Protection of the Rights and Interests of Returned Overseas Chinese and the Family Members of Overseas Chinese中华人民共和国国防法National defense law of the People's Republic of China中华人民共和国国徽法Law of the People's Republic of China on the National Emblem中华人民共和国国籍法Nationality Law of the People's Republic of China中华人民共和国国家安全法State Security Law of the People's Republic of China中华人民共和国国家赔偿法Law of the People's Republic of China on State Compensation中华人民共和国国境卫生检疫法Frontier Health and 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the People's Republic of China中华人民共和国集会游行示威法Law of the People's Republic of China on Assemblies, Processions and Demonstrations中华人民共和国计量法Metrology Law of the People's Republic of China中华人民共和国继承法Law of Succession of the People's Republic of China中华人民共和国监狱法Prison Law of the People's Republic of China中华人民共和国检察官法Public Procurators Law of the People's Republic of China中华人民共和国节约能源法Energy Conservation Law of the People's Republic of China中华人民共和国戒严法Martial Law of the People's Republic of China中华人民共和国进出口商品检验法Law of The People's Republic of China on Import and Export Com-Modity Inspection中华人民共和国军事设施保护法Law of the People's Republic of China on the Protection of Military Installations中华人民共和国科学技术进步法Law of the People's Republic of China on Science and Technology Progress中华人民共和国矿产资源法Mineral Resources Law of the People's Republic of China中华人民共和国领海及毗连区法Law of the People's Republic of China on the Territorial Sea and the Contiguous Zone中华人民共和国民法通则General Principles of the Civil Law of the People's Republic of China 中华人民共和国民事诉讼法Civil Procedure Law of The People's Republic 0f China中华人民共和国民事诉讼法（1991）Civil Procedure Law of the People's Republic of China中华人民共和国民用航空法Civil Aviation Law of the People's Republic of China中华人民共和国民族区域自治法Law of the People's Republic of China on Regional National Autonomy中华人民共和国拍卖法Auction Law of the People's Republic of China中华人民共和国企业法人登记管理条例Regulations of the People's Republic of China for Controlling the Registration of Enterprises As Legal Persons中华人民共和国全国人民代表大会和地方各级人民代表大会选举法Electoral Law of the National People's Congress and Local People's Congress of the People's Republic of China (Amended in 1995)中华人民共和国全国人民代表大会组织法Organic Law of the National People's Congress of the People's Republic of China中华人民共和国人民警察法People's Police Law of the People's Republic of China中华人民共和国森林法Forestry Law of the People's Republic of China中华人民共和国商标法Trademark Law of the People's Republic of China中华人民共和国商标法（修正）Trademark Law of the People's Republic of China中华人民共和国涉外经济合同法Law of The People's Republic of China on Economic Contracts involving Foreign Interest中华人民共和国食品卫生法（1995）Food Hygiene Law of the People's Republic of China中华人民共和国收养法（1998年11月4日修改）Adoption Law of the People's Republic of China (Amended on 11/4/1998)中华人民共和国水法Water Law of the People's Republic of China中华人民共和国水污染防治法Law of the People's Republic of China on the Prevention and Control of Water Pollution中华人民共和国水污染防治法（1996）Law of the People's Republic of China on the Prevention and Control of Water Pollution (Amended on 5/15/1996)中华人民共和国税收征收管理法（1995）Law of the People's Republic of China on the Administration of T ax Collection (Amended on 2/28/1995)中华人民共和国条约缔结程序法Law of the People's Republic of China on the Procedure of the Conclusion of Treaties中华人民共和国统计法Statistics Law of the People's Republic of China中华人民共和国土地管理法实施条例Regulations on the Implementation of the Land Administration Law of the People's Republic of China (1998)中华人民共和国外国企业所得税法The Foreign Enterprise Income T ax Law of the People's Republic of China中华人民共和国外国人出入境管理法Law of the People's Republic of China on Control of the Entry and Exit of Aliens中华人民共和国外国人入境出境管理法Law of the People's Republic of China on Control of the Entry and Exit of Aliens中华人民共和国外国人入境出境管理法实施细则Rules for Implementation of the Law of the People's Republic of China on Control of the Entry and Exit of Aliens中华人民共和国外商投资企业和外国企业所得税法Income T ax Law of The People's Republic of China for Enterprises with Foreign Investment and Foreign Enterprises中华人民共和国外资企业法Law of the People's Republic of China on Foreign-Capital Enterprises中华人民共和国未成年人保护法Law of the People's Republic of China on the Protection of Minors 中华人民共和国文物保护法Law of the People's Republic of China on the Protection of Cultural Relics中华人民共和国宪法Constitution of the People's Republic of China中华人民共和国宪法修正案Amendment to the Constitution of the People's Republic of China 中华人民共和国宪法修正案（1988）Amendment to the Constitution of the People's Republic of China (1988)中华人民共和国献血法Blood Donation Law of the People's Republic of China中华人民共和国香港特别行政区基本法The Basic Law of the Hong Kong Special Administrative Region of the People's Republic of China中华人民共和国香港特别行政区选举第九届全国人民代表大会代表的办法Procedures for the Election of Delegates of the Hong Kong SAR of the People's Republic of China to the Ninth NPC中华人民共和国香港特别行政区驻军法Garrison Law of the Hong Kong Special Administrative Region of the People's Republic of China中华人民共和国香港特别行政区驻军法Law of the People's Republic of China on Garrisoning the Hong Kong Special Administrative Region中华人民共和国消费者权益保护法Law of the People's Republic of China on the Protection of Consumers' Rights and Interests中华人民共和国刑法Criminal Law of the People's Republic of China中华人民共和国行政处罚法The Law of the People's Republic of China on Administrative Punishments中华人民共和国行政诉讼法Administrative Procedure Law of the People's Republic of China中华人民共和国烟草专卖法Law of the People's Republic of China on Tobacco Monopoly中华人民共和国药品管理法Pharmaceutical Administration Law of the People's Republic of China中华人民共和国药品管理法实施办法Measures for the Implementation of the Pharmaceutical Administration Law of the People's Republic of China中华人民共和国野生动物保护法Law of the People's Republic of China on the Protection of Wild Life中华人民共和国野生动物保护法Law of the People's Republic of China on the Protection of Wildlife中华人民共和国义务教育法Compulsory Education Law of the People's Republic of China中华人民共和国邮政法Postal Law of the People's Republic of China中华人民共和国预备役军官法Reserve Officers Law of the People's Republic of China中华人民共和国中国人民银行法Law of the People's Republic of China on the People's Bank of China中华人民共和国中外合资经营企业法Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures中华人民共和国中外合作经营企业法Law of the People's Republic of China on Chinese Foreign Contractual Joint Ventures中华人民共和国仲裁法Arbitration Law of the People's Republic of China中华人民共和国著作权法Copyright Law of the People's Republic of China中华人民共和国专利法（修正）Patent Law of the People's Republic of China中华人民共和国专属经济区和大陆架法Law of the People's Republic of China on the Exclusive Economic Zone and the Continental Shelf。

公司商业秘密保密管理规定(最新)Jinan 888 XXX。

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中华人民共和国公司登记管理条例中英对照中华人民共和国公司登记管理条例Regulations of the People's Republic of China on Administration of Registration of Companies第一章总则Chapter 1 General Provisions第一条为了确认公司的企业法人资格，规范公司登记行为，依据《中华人民共和国公司法》（以下简称《公司法》），制定本条例。

Article 1 These Regulations are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law) in order to affirm the qualifications of enterprise legal persons of companies and standardize the registration activities of companies.第二条有限责任公司和股份有限公司（以下统称公司）设立、变更、终止，应当依照本条例办理公司登记。

Article 2 The establishment, change and closing down of all limited liability companies and all companies limited by shares (hereinafter referred to as the company) shall conduct their company registration in accordance with these Regulations.第三条公司经公司登记机关依法核准登记，领取《企业法人营业执照》，方取得企业法人资格。

The Company Law of the People's Republic of China has been amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is promulgated hereby and shall go into effect as of January 1, 2006.The President of the People's Republic of China Hu JintaoOctober 27, 2005The Company Law of the People's Republic of China(revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationSection 2 OrganizationSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on wholly State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Incorporation and Organization of a Joint Stock Limited CompanySection 1 IncorporationSection 2 Assembly of shareholdersSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organization of a Listed CompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Division of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal Liabilities Chapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors,maintaining the socialist economic order, and promoting the development of the socialist market economyArticle 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established within the territory of the People's Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property. As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers, and so on.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the incorporation of a company, an application for incorporation shall be filed with the company registration authority. If the application meets the requirements of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.Article 7 For a legally established company, the company registration authority shall issue the company business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debts of thecompany prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the location of its principal office as its domicile.Article 11 The company established according to this law shall formulate its articles of association which are binding on the company, its shareholders, directors, supervisors and senior managers.Article 12 The company's scope of business shall be defined in its articles of association and shall be registered according to law. The company may change its scope of business by modifying its articles of association, but shall go through the modification registration. If the company’s scope of business covers any item subject to approval according to laws or administrative regulations, the approval shall be obtained beforehand.Article 13 The legal representative of a company shall, according to the provisions of its articles of association, be assumed by the chairman of the board of directors, executive director or manager, and shall be registered according to law. If the legal representative of the company is changed, the company shall go through the modification registration.Article 14 The company may set up branches. To set up a branch, the company shall file a registration application with the company registration authority, and shall obtain the business license. The branch shall not enjoy the status of an enterprise legal person, and its civil liabilities shall be born by the company.The company may set up subsidiaries which enjoy the status of an enterprise legal person and shall be independently bear civil liabilities.Article 15 A company may invest in other enterprises. However, it shall not become a capital contributor that shall bear the joint liabilities for the debts of the enterprises it invests in, unless it is otherwise provided for by any law.Article 16 Where a company intends to invest in any other enterprise or provide guarantee for others, it shall, according to the provisions of its articles of association, be decided at the meeting of the board of directors or shareholders’s meeting or shareholders' assembly. If the articles of association prescribe any limit on the total amount of investments or guarantees, or on the amount of a single investment or guarantee, the aforesaid total amount or amount shall not exceed the responsive limited amount. If a company intends to provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' assembly.The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the affirmative votes of more than half of the other shareholders attending the meeting.Article 17 The company shall protect the lawful rights and interests of its employees, conclude employment contracts with the employees, buy social insurances, strengthen labor protection so as to realize safe production.The company shall, in various forms, reinforce the vocational education and in-service training of itsemployees so as to improve their professional quality.Article 18 The employees of a company shall, according to the Labor Union Law of the People's Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, conclude the collective contract with the company with respect to the remuneration, working hours, welfare, insurance, operation safety and sanitation and other matters.According to the Constitution and other relevant laws, a company shall implement democratic management in the form of meeting of the representatives of the employees or any other ways.To make a decision on restructuring or any important issue related to business operation, or to formulate any important regulation, a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the meeting of the representatives of the employees or in any other way.Article 19 An organization of the Chinese Communist Party shall, according to the Charter of the Chinese Communist Party, be established in the company to carry out activities of the Chinese Communist Party. And the company shall provide necessary conditions for the activities of the Chinese Communist Party.Article 20 The shareholders of a company shall comply with the laws, administrative regulations and articles of association, and shall exercise the shareholder's rights according to law. None of them may injure any of the interests of the company or of other shareholders by abusing the shareholder's rights, or injure the interests of any creditor of the company by abusing the independent status of legal person or the shareholder's limited liabilities.Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareholder's rights, it shall be subject to compensation.Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of legal person or the shareholder's limited liabilities, and thus seriously damages the interests of any creditor, it shall bear joint liabilities for the debts of the company.Article 21 Neither the holding shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company may injure the interests of the company by taking advantage of its connection relationship. Anyone who has caused any loss to the company due to violation of the preceding paragraph shall be subject to compensation.Article 22 The resolution of the shareholders' meeting, shareholders’s assembly or board of directors of the company that has violated any law or administrative regulation shall be null and void.Where the procedures for convoking and the voting form of a shareholders' meeting or shareholders’s assembly or meeting of the board of directors, violate any law, administrative regulation or the articles of association, or the resolution is in violation of the articles of association of the company, the shareholders may, within 60 days as of the day when the resolution is made, request the people's court to revoke it.If the shareholders initiate a lawsuit according to the preceding paragraph, the people's court shall, in light of the request of the company, demand the shareholders to provide corresponding guarantee.Where a company has, in light of the resolution of the shareholders' meeting, shareholders’s assembly or meeting of the board of directors, completed the modification registration, and the people's court declares the resolution null and void or revoke the resolution, the company shall file an application with the company registration authority for cancelling the modification registration.Chapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationArticle 23 The incorporation of a limited liability company shall satisfy the following conditions:(1) The number of shareholders accords with the quorum;(2) The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital;(3) The articles of association are worked out jointly by shareholders;(4) The company has a name and its organization complies with that of a limited liability company; and(5) The company has a domicile.Article 24 A limited liability company shall be established by not more than 50 shareholders that have made capital contributions.Article 25 A limited liability company shall state the following items in its articles of association:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) names of shareholders;(5) forms, amount and time of capital contributions made by shareholders;(6) the organizations of the company and its formation, their functions and rules of procedure;(7) the legal representative of the company;(8) other matters deemed necessary by shareholders. The shareholders should affix their signatures or seals on the articles of association of the company.Article 26 The registered capital of a limited liability company shall be the total amount of the capital contributions subscribed for by all the shareholders that have registered in the company registration authority. The amount of the initial capital contributions made by all shareholders shall be not less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, and the margin shall be paid off by the shareholders within 2 years as of the day when the company is established; as for an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital of a limited liability company, the provisions of that law or administrative regulation shall be followed.Article 27 A shareholder may make capital contributions in currency, in kind or intellectual property right, land use right or other non-currency properties that may be assessed on the basis of currency and may be transferred according to law, excluding the properties that shall not be treated as capital contributions according to any law or administrative regulation.The value of the non-currency properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulation prescribes the value assessment, such law or administrative regulation shall be followed.The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made in non-currency properties, the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.Article 29 The capital contributions made by shareholders shall be checked by a legally established capital verification institution, which shall issue a certification.Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a legally established capital verification institution, the representative designated by all the shareholders or the agent authorized by all the shareholders shall apply for incorporation registration with a company registration application, the articles of association, capital verification report and other documents to the company registration authority.Article 31 After the incorporation of a limited liability company, if the actual value of the capital contributions in non-currency properties is found to be apparently lower than that provided for in thearticles of association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.Article 32 After the incorporation of a limited liability company, every shareholder shall be issued with a capital contribution certificate, which shall specify the following:(1) the name of the company;(2) the date of incorporation of the company;(3) the registered capital of the company;(4) the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and(5) the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.Article 33 A limited liability company shall prepare a register of shareholders, which shall specify the following:(1) the name of every shareholder and his/its domicile thereof;(2) the amount of capital contribution made by every shareholder;(3) the serial number of every capital contribution certificate.The shareholders recorded in the register of shareholders may, in light of the register of shareholders, claim to and exercise the shareholder's rights. A company shall register every shareholder's name and the amount of its capital contribution in the company registration authority. Where any of the registration particulars is changed, it shall apply for modification registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-modified registration particulars, stand up to any third party.Article 34 The shareholder shall be entitled to consult and copy the articles of association, records of the shareholders' meetings, resolutions of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.The shareholders may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to any justifiable reason, considers that the shareholder's request to consult the accounting books for any improper purpose may damage the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any shareholder to consult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capitalcontributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the capital contributions they have already made, unless all shareholders agree that they will not contribute to the increased amount of capital on the basis of the percentages of the capital contributions they have already made.Article 36 After the incorporation of a company, no shareholder may illegally take away the contribution capital.Section 2 Organization StructureArticle 37 The shareholders' meeting of a limited liability company shall comprise all the shareholders. It shall be the authority of the company, and shall exercise its authorities according to this Law.Article 38 The shareholders' meeting shall exercise the following authorities:(1) determining the company's operation guidelines and investment plans;(2) electing and changing the director and supervisors assumed by non-representatives of the employees, and determining the matters concerning their remuneration;(3) deliberating and approving the reports of the board of directors;(4) deliberating and approving the reports of the board of supervisors or the supervisor;(5) deliberating and approving annual financial budget plans and final account plans of the company;(6) deliberating and approving profit distribution plans and loss recovery plans of the company;(7) making resolutions on the increase or decrease of the company's registered capital;(8) making resolutions on the issuance of corporate bonds;(9) adopting resolutions on the assignment, division, change of company form, dissolution, liquidation of the company;(10) revising the articles of association of the company;(11) other functions as specified in the articles of association.Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.Article 39 The shareholders' meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions and shall exercise its authorities according to this Law.Article 40 The shareholders' meeting shall be classified into regular meetings and temporary meetings. The regular meetings shall be timely held in pursuance with the articles of association. Where a temporary meeting is proposed by the shareholders representing 1/10 of the voting rights or more, or by directors representing 1/3 of the voting rights or more, or by the board of supervisors, or by the supervisors of the company with no board of supervisors, a temporary meeting shall be held.Article 41 Where a limited liability company has set up a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or does not perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors. Where a limited liability company has not set up the board of directors, the shareholders' meeting shall be convened and presided over by the executive director.If the board of directors or the executive director is unable or does not perform the duties of convening the shareholders' meeting, the board of supervisors or the supervisor of the company with no board of supervisors may convene and preside over such meetings. If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholders representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.Article 42 Every shareholder shall be notified 15 days before a shareholders' meeting is held, unless it is otherwise prescribed by the articles of association or it is otherwise contracted by all the shareholders.A shareholders' meeting shall make records for the decisions on the matters discussed at the meeting. The shareholders who attend the meeting shall affix their signatures to the records.Article 43 The shareholders shall exercise their voting rights at the shareholders' meeting on the basis of their respective percentage of the capital contributions, unless it is otherwise prescribed by the articles of association.Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be prescribed in the articles of association, unless it is otherwise provided for by this Law. A resolution made at a shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, division, dissolution or change of the company type shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.Article 45 The board of directors established by a limited liability company shall comprise 3 up to 13 members, unless it is otherwise provided for in Article 51 of this Law. If a limited liability company established by 2 or more state-owned enterprises or other state-owned investors, the board of directors shall comprise the representatives of employees of this company. The board of directors of any other limited liability company may also comprise the representatives of employees of the company concerned. The employees' representatives who are to serve as the board of directors shall be democratically elected by the employees of the company through the assembly of the representatives of employees, the assembly of employees of the company or or by any other means. The board of directors shall have one board chairmanand may have one or more deputy chairman. The appointment of the chairman and deputy chairman shall be prescribed in the articles of association.Article 46 The terms of office of the directors shall be provided for in the articles of association, but each term of office shall not exceed 3 years. The directors may, after the expiry of their terms of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, exercise the authorities of the directors according to laws, administrative regulations as well as the articles of association.Article 47 The board of directors shall be responsible for the shareholders' meeting and exercise the following authorities:(1) convening shareholders' meeting and reporting on the status of work thereto;(2) carrying out the resolutions made at the shareholders' meeting;(3) determining the operation plans and investment plans;(4) working out the company's annual financial budget plans and final account plans;(5) working out the company's profit distribution plans and loss recovery plans;(6) working out the company's plans on the increase or decrease of registered capital, as well as on the issuance of corporate bonds;(7) working out the company's plans on merger, division, change of the company type, dissolution, and etc.;(8) making decisions on the establishment of the company's internal management departments;(9) making decisions on hiring or dismissing the company's manager and his remuneration, and, according to the nomination of the manager, deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance as well as their remuneration;(10) working out the company's basic management system; and(11) other functions as prescribed in the articles of association.Article 48 The meeting of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or does not perform his duties, the meeting may be convened or presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meeting may be convened or presided over by a director jointly recommended by half or more of the directors.Article 49 The discussion methods and voting procedures of the board of directors shall be prescribed by the articles of association, unless it is otherwise provided for by this Law. The board of。

【Statute Title】Company Law of the People’s Republic of China (2005 Revision)[现行有效] 【法规标题】中华人民国公司法(2005修订) [Effective]Promulgation date:10-27-2005Effective date:01-01-2006Department:Standing Committee of the National People's Congress Subject:Companies 发布日期：2005-10-27生效日期：2006-01-01发布部门：全国人大常委会类别：公司Order of the President(No. 42 [2005])The Company Law of the People’s Republic of China was amended and adopted at the 18th session of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005. The amended Company Law of the People’s Republic of China is hereby promulgated and shall come into force on January 1, 2006.President of the People’s Republic of China Hu JintaoOctober 27, 2005Company Law of the People’s Republic of China(Adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29, 1993. Revised for the first time on December 25, 1999 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People’s Congress on Amending the Company Law of the People’s Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China on Amending the Company Law of the People’s Republic of China. Revised for the third time at the 18th Session of the 10th National People’s Congress of the People’s Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of A Limited Liability CompanySection 1 EstablishmentSection 2 Organizational structureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Wholly State-owned CompaniesChapter III Transfer of Stock Right of A Limited Liability CompanyChapter IV Establishment and Organizational Structure of A Joint Stock Limited CompanySection 1 EstablishmentSection 2 Shareholders’ AssemblySection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure of A Listed Company Chapter V Issuance and Transfer of Shares of A Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A CompanyChapter VII Corporate BondsChapter VIII Financial Affairs and Accounting of A CompanyChapter IX Merger and Split-up of Company; Increase and Deduction of Registered中华人民国主席令（第42号）《中华人民国公司法》已由中华人民国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民国公司法》公布，自2006年1月1日起施行。