Chinese Language: Chinese Mandarin - Company Law of the People's Republic of China (revised in 2005)

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

Updated: 2006-04-17 10:09

Article 144 In case any registered stocks are stolen, lost or destroyed,
the shareholder may request the people's court to declare these stocks
invalid in light of the public notice procedure prescribed in the Civil
Procedural Law of the People's Republic of China. After the people's
court has invalidated these stocks, the shareholder may file an
application to the company for issuance of new stocks.

Article 145 The stocks of a listed company shall get listed and traded
according to relevant laws, administrative regulations, as well as the
dealing rules of the stock exchange.

Article 146 A listed company shall, in light of laws and administrative
regulations, publicize its financial status, business operation and
important lawsuits, and shall publish its financial reports once every
six months in each fiscal year.

Chapter VI Qualifications and Obligations of the Directors, Supervisors
and Senior Managers of a Company

Article 147 Anyone who is under any of the following circumstances shall
not take the post of a director, supervisor or senior manager of a
company:
(1) Being without or with limited capacity of civil conduct;
(2) He has been sentenced to any criminal penalty due to an offence of
corruption, bribery, encroachment of property, misappropriation of
property or disrupting the economic order of the socialist market economy
and 5 years have not passed since the completion date of the execution of
the penalty; or he has ever been deprived of his political rights due to
any crime and 3 years have not passed since the completion date of the
execution of the penalty;
(3) Where he was a former director, factory director or manager of a
company or enterprise which was bankrupt and liquidated, and was
personally liable for the bankruptcy of such company or enterprise, three
years have not passed since the date of completion of the bankruptcy and
liquidation of the company or enterprise;
(4) Where he was the legal representative of a company or enterprise,
and the business license of this company or enterprise was revoked and
this company or enterprise was ordered to close due to violation of the
law, and he is personally liable for the revocation, three years have not
passed since the date of the revocation of the business license thereof;
(5) He has a relatively large amount of debt which is due but uncleared.
In case a company elects or appoints any director or supervisor, or hires
any senior manager by violating the provisions in the preceding
paragraph, the election, appointment or hiring shall be invalidated. In
case any director, supervisor or senior manager, during his term of
office, is under any of the circumstances as mentioned in the preceding
paragraph, the company shall dismiss him from his post.

Article 148 The directors, supervisors and senior managers shall comply
with laws, administrative regulations and the articles of association.
They shall bear the obligations of fidelity and diligence to the company.
No director, supervisor or senior manager may take any bribe or other
illegal gains by taking the advantage of his authorities, or encroach on
the properties of the company.

Article 149 No director or senior manager may have any of the following
acts:
(1) Misappropriating funds of the company;
(2) Depositing the company's funds into an account in his own name or in
any other individual's name;
(3) Without the consent of the shareholders' meeting, shareholders'
assembly or board of directors, loaning the company's fund to others or
providing any guaranty to any other person by using the company's
property as in violation of the articles of association;
(4) Signing a contract or trading with this company by violating the
articles of association or without the consent of the shareholders'
meeting or shareholders' assembly;
(5) Without the consent of the shareholders' meeting or shareholders'
assembly, seeking business opportunities for himself or any other person
by taking advantages of his authorities, or operating for himself or for
any other person any like business of the company he works for;
(6) Taking commissions on the transactions between others and this
company into his own pocket;
(7) Disclosing the company's secrets without permit;
(8) Other acts that are inconsistent with the obligation of fidelity to
the company. The income of any director or senior manager from any act in
violation of the preceding paragraph shall belong to the company.

Article 150 Where any director, supervisor or senior manager violates
laws, administrative regulations or the articles of association during
the course of performing his duties, if any loss is caused to the
company, he shall make compensation.

Article 151 If the shareholder's meeting or shareholders' meeting demands
a director, supervisor or senior manager to attend the meeting as a
non-voting delegate, he shall do so and shall answer the shareholders'
inquiries.
The directors and senior managers shall faithfully offer relevant
information and materials to the board of supervisors or the supervisor
of the limited liability company with no board of supervisors, and none
of them may obstruct the board of supervisors or supervisor from
exercising its (his) authorities.

Article 152 Where a director or senior manager is under the circumstance
as stated in Article 150 of this Law, the shareholder(s) of the limited
liability company or joint stock limited company separately or
aggregately holding 1% or more of the total shares of the company may
require the board of supervisors or the supervisor of the limited
liability company with no board of supervisors in writing to file a
lawsuit in the people's court. If the supervisor is under the
circumstance as stated in Article 150 of this Law, the aforesaid
shareholder(s) may require the board of directors or the acting director
of the limited liability company with no board of directors to in writing
lodge a lawsuit in the people's court.
If the board of supervisors, or supervisor of a limited liability company
with no board of supervisors, or the board of directors or the acting
director refuses to lodge a lawsuit after it (he) receives a written
request as mentioned in the preceding paragraph, or if it or he fails to
file a lawsuit within 30 days after it receives the request, or if, in an
emergency, the failure to lodge a lawsuit immediately will cause
unrecoverable damages to the interests of the company, the shareholder(s)
as listed in the preceding paragraph may, on their own behalf, directly
lodge a lawsuit in the people's court.
In case the legitimate rights and interests of a company are impaired and
losses are caused to the company, the shareholders as mentioned in the
preceding paragraph may initiate a lawsuit in the people's court in light
of the provisions of the preceding two paragraphs.

Article 153 If any director or senior manager damages the shareholders'
interests by violating any law, administrative regulation or the articles
of association, the shareholders may lodge a lawsuit in the people's
court.

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