公司法英文版

Article 13

The legal representative of a company may be represented by the chairman, executive director or manager of a company in compliance with its articles of association and registered in accordance with the law. In the event of any change of the legal representative of a company, such change

shall be registered in accordance with the law.

Article 14

A company may establish branches. The company, in establishing its branch(es), shall conduct establishment registration procedures with the company registration authority and obtain the business license(s). The branches shall not possess the status of enterprise legal persons and whose

civil liabilities shall be borne by the company.

A company may establish subsidiaries, which shall possess the status of enterprise legal persons,

and shall independently bear civil liabilities in accordance with the law.

Article 15

A company may invest in other enterprises, however, unless otherwise stipulated by the law, the company making such investment shall not bear joint and several liability for the debts of the

enterprise in which the company invests.

Article 16

Investments in other enterprises or provisions of security by a company shall be determined by its board of directors, shareholders meeting or general meeting of shareholders in compliance with its articles of association. Where the limit of the aggregate amount of investment or security extended by a company or, the amount of investment or security extended in each case is set out in the articles of association, the actual amount of investment or security shall not exceed such limit. Security provided by a company to its shareholders or actual controller shall be determined by the

shareholders meeting or the general meeting of shareholders of the company.

The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph. The vote on such matters shall be adopted by

more than half of all the other shareholders attending the meeting.

Article 17

Companies must protect the lawful rights and interests of their staff and workers, sign labor

contracts with them and cover them with social insurances in accordance with the law, and

strengthen labor protection so as to achieve safety in production.

Companies shall apply various forms to strengthen professional education and on-the-job training

of their staff and workers so as to improve their skills and capabilities.

Article 18

Company's staff and workers shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out the trade union activities and protect the lawful rights and interests of the staff and workers. The company shall provide its trade union with conditions necessary for carrying out its activities. The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration薪酬报

酬, work hours, welfare, insurance, labor security, etc. in accordance with the law.

Companies shall, through the congress of the workers and staff members or other forms, practice democratic management in accordance with the provisions of the Constitution and relevant laws.

A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company, or formulating important rules and regulations and shall, through the congress of the workers and staff members or other forms, seek

advice and suggestions from its staff and workers.

Article 19

The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of China. Companies shall provide the organizations of the Communist Party of China with conditions

necessary for carrying out their activities.

Article 20

The shareholders of a company shall exercise their shareholders’ rights in compliance with laws, administrative rules and regulations as well as the articles of association of the company, shall not abuse their shareholders’ rights to injure the interests of the company or other shareholders, or take advantage of the company’s independent status or the limited liability of shareholders to

injure the interests of the company’s creditors.

Where the abuse of shareholders’ rights causes any loss to the company or other shareholders,

such abusive shareholder shall be liable for compensation in accordance with the law.

Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders to disregard debts and seriously injures the interests of the company’s creditors, such shareholders shall bear joint and several liability for the debts of the

company.

Article 21

The controlling shareholders, actual controllers, directors, supervisors or senior officers of a company shall not take advantage of their affiliations亲密关系 with others in an attempt to harm the company’s interests and, where any losses are incurred in violation hereof, shall be liable for

compensation.

Article 22

Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting, the general meeting of shareholders or the board of directors of a company

shall be null and void.

Where the convening of shareholders meeting, general meeting of shareholders or board of directors of a company or the voting method violates laws, administrative rules and regulations or the articles of association of the company, or the resolution thereof contravenes the articles of association of the company, shareholders may, within sixty (60) days of the resolution, apply to

the people’s court for revocation解除、撤销.

Where shareholders file suit in accordance with the provisions of the preceding paragraph, a people’s court may, at the company’s request, order the shareholders to provide relevant security.

Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting of shareholders or board of directors, the company shall, after the people’s court declares such resolution null and void or revokes the same, shall apply to the

company registration authority for cancellation of its alteration registration.

Chapter Two: Incorporation and Organizational Structure of a Limited Liability Company

Section One Incorporation

Article 23

The following conditions shall be fulfilled for the incorporation of a limited liability company:

(1) The number of shareholders conforms to the statutory quorum;