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this company or enterprise was revoked and this company or enterprise was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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