BIZCHINA / Company laws

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

Updated: 2006-04-17 10:09

Article 82 The articles of association of a joint stock limited company shall specify the following matters:
 (1) the name and domicile of the company;
 (2) the business scope of the company;
 (3) the form of company establishment;
 (4) total shares, value of each share, and the amount of registered capital of the company;
 (5) the name of every initiator, the shares it has subscribed for, as well as the form and date of capital contributions;
 (6) the composition, authorities, term of office, and rules of procedure of the board of directors,
 (7) the legal representative of the company;
 (8) the composition, authorities, term of office, and rules of procedure of the board of supervisors;
 (9) the methods for profit distribution of the company;
 (10) the reasons for dissolution of the company and liquidation methods;
 (11) the methods for issuing notices or public announcements of the company; and
 (12) other matters deemed necessary by the meetings of shareholders.

Article 83 The form of capital contributions of initiators shall be subject to the provisions in Article 27 of this Law.

Article 84 When establishing a joint stock limited company by promotion, the initiators shall subscribe, in writing, for the full amount of shares prescribed in the articles of association. In the case of paying the capital contributions at one time, the initiators shall make the payment in a lump sum; in the case of paying the capital contributions by installments, the initiators shall make the down payment immediately. In the case of making capital contributions in non-monetary properties, the initiators shall go through the procedures for the transfer of property rights according to law.
If any of the initiators fails to make capital contributions by following the provisions of the preceding paragraph, it shall bear the liabilities for breach of contract according to the stipulations in the initiators agreement. After the initiators have made their down payment, they should elect the board of directors and the board of supervisors. The board of directors shall file a registration application with the company registration authority and submit thereto the articles of association, the capital verification certification as issued by a lawfully established capital verification institution, as well as other documents as stimulated by the laws and administrative regulations.

Article 85 For a joint stock limited company established by stock flotation, the shares subscribed for by the initiators shall not be less than 35 % of the total shares. However, if it is otherwise provided for by any law or administrative regulation, such law or administrative regulation shall prevail.

Article 86 When raising shares in the public, the initiators shall publish a prospectus and prepare share subscription forms. The share subscription form shall involve the items listed in Article 87, and a subscriber shall fill in the number and amount of shares he subscribes for and his domicile, and shall affix his signature or seal thereto. The subscriber shall pay the shares pursuant to the number of shares he has subscribed for.

Article 87 The prospectus shall be accompanied by the articles of association formulated by the initiators and shall state the following:
 (1) the number of shares subscribed for by the initiators;
 (2) the value and issuing price of each share;
 (3) the total number of unregistered stocks issued;
 (4) the purposes of the funds raised;
 (5) the rights and obligations of the subscribers; and
 (6) the beginning and ending dates for the public offer and a statement that the subscribers may revoke their subscriptions if the offer is under-subscribed at the close of the offer.

Article 88 The public offer shares shall be underwritten by a lawfully established securities company, and an underwriting agreement shall be concluded.

Article 89 As for the public offer shares, the initiators shall sign an agreement with the receiving bank.
The receiving bank shall receive and hold as an agent the payments for shares in light of the agreement, issue receipts to subscribers who have made the payments and be obliged to issue evidence of receipt of payments to the relevant departments.

Article 90 After the full payment for the public offer shares, they shall be verified by a lawfully established capital verification institution, and a certification shall be issued thereby. The initiators shall hold a company establishment meeting within 30 days, which shall comprise the subscribers. If the public offer shares are not fully subscribed for at the expiration of the time limit prescribed in the prospectus, or the initiators fail to hold an establishment meeting within 30 days after the full payment for the public offer shares, the subscribers may demand the initiators to make repayments for the public offer shares plus an interest calculated at the bank deposit interest rate for the same period.

Article 91 The initiators shall notify every subscriber of the date of the establishment meeting or make a public announcement on the meeting 15 days in advance. The establishment meeting may not be held, unless subscribers representing at least half of the shares appear. The establishment meeting shall exercise the following authorities:
 (1) deliberating the report on the pre-establishment activities prepared by the sponsors;
 (2) adopting the articles of association;
 (3) electing members of the board of directors;
 (4) electing members of the board of supervisors;
 (5) checking the expenses incurred for the establishment of the company;
 (6) checking the value of the assets contributed by the initiators in lieu of pecuniary payment for the shares;
 (7) Where any force majeure or major change of the operation conditions directly affect the establishment of the company, the resolution not to establish the company may be adopted. A resolution adopted at the establishment meeting on any of the matters as mentioned in the previous paragraph requires affirmative votes by subscribers representing more than half of the votes of those attending the meeting.

Article 92 The initiators and subscribers shall not withdraw their share capital after making payments for the shares they have subscribed for or after making capital contributions by using non-monetary properties, unless the public offer shares have not been fully subscribed within the time limit, the initiators fail to convene the establishment meeting within the time limit or the establishment meeting has decided not to set up the company.


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