Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; shareholders of a joint stock company shall be liable to the company to the extent of the shares they subscribe for. The difference between the two is that a limited liability company distributes income according to the proportion of shareholders' capital contributions, while a joint stock company distributes income according to the number of shares held by shareholders.

Sole proprietorship is not a parallel type of company, but a form of limited company, that is, a "one-person limited liability company", which is divided into natural person sole proprietorship and legal person sole proprietorship.

For specific content, please refer to the "Company Law": (first half)

Chapter 1 General Provisions

Article 1 is to regulate the organization and behavior of the company and protect This law is formulated to protect the legitimate rights and interests of companies, shareholders and creditors, maintain social and economic order, and promote the development of the socialist market economy.

Article 2 The term "company" as mentioned in this Law refers to the limited liability companies and joint-stock companies established within the territory of China in accordance with this Law.

Article 3 A company is an enterprise legal person, has independent legal person property, and enjoys legal person property rights. The entirety of the company's property is liable for the company's debts.

The shareholders of a limited liability company shall be liable to the company to the extent of the capital contribution they have subscribed; the shareholders of a joint stock company to be liable to the company shall be limited to the amount of shares they have subscribed.

Article 4 Shareholders of a company shall enjoy the rights of asset income, participation in major decision-making and selection of managers in accordance with the law.

Article 5 When a company engages in business activities, it must abide by laws and administrative regulations, abide by social morality and business ethics, be honest and trustworthy, accept supervision from the government and the public, and assume social responsibilities.

The company’s legitimate rights and interests are protected by law and shall not be infringed upon.

Article 6 To establish a company, one must apply for establishment registration to the company registration authority in accordance with the law. Those that meet the establishment conditions stipulated in this Law shall be registered as a limited liability company or a joint stock company by the company registration authority; those that do not meet the establishment conditions stipulated in this Law shall not be registered as a limited liability company or a joint stock company.

If laws and administrative regulations stipulate that the establishment of a company must be subject to approval, the approval procedures must be completed in accordance with the law before the company is registered.

The public may apply to the company registration authority to inquire about company registration matters, and the company registration authority shall provide inquiry services.

Article 7 A company established in accordance with the law shall be issued a business license by the company registration authority. The date of issue of the company's business license is the date of establishment of the company.

The company's business license shall specify the company's name, address, registered capital, paid-in capital, business scope, name of the legal representative and other matters.

If the matters recorded in the company's business license change, the company shall handle the change registration in accordance with the law, and the company registration authority shall renew the business license.

Article 8 A limited liability company established in accordance with this Law must indicate the words "limited liability company" or "limited company" in the company name.

A joint stock limited company established in accordance with this Law must indicate the words "joint stock limited company" or "joint stock company" in the company name.

Article 9 A limited liability company that changes to a joint stock company must meet the conditions for a joint stock company stipulated in this Law. To change a joint-stock company into a limited liability company, it must meet the conditions for a limited liability company stipulated in this Law.

If a limited liability company is changed into a joint-stock company, or a joint-stock company is changed into a limited liability company, the claims and debts of the company before the change will be inherited by the company after the change.

Article 10 A company shall be domiciled at the location of its main office.

Article 11 When establishing a company, the company's articles of association must be formulated in accordance with the law. The company's articles of association are binding on the company, shareholders, directors, supervisors, and senior managers.

Article 12 The company’s business scope shall be stipulated in the company’s articles of association and shall be registered in accordance with the law.

A company can amend its articles of association and change its business scope, but it must register the change.

Projects within the company's business scope that are subject to approval under laws and administrative regulations must be approved in accordance with the law.

Article 13 The legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the company's articles of association, and shall be registered in accordance with the law. If the legal representative of the company changes, the change registration must be carried out.

Article 14 A company may establish branches. To establish a branch, one must apply for registration with the company registration authority and obtain a business license. A branch does not have legal personality and its civil liability shall be borne by the company.

A company can establish a subsidiary, which has legal personality and can independently bear civil liability in accordance with the law.

Article 15 A company may invest in other enterprises; however, unless otherwise provided by law, it shall not become an investor jointly and severally liable for the debts of the invested enterprise.

Article 16 When a company invests in other enterprises or provides guarantees for others, it shall, in accordance with the provisions of the company's articles of association, be resolved by the board of directors or the general meeting of shareholders; If the amount of guarantee has a limit, it shall not exceed the limit.

If the company provides guarantees for the company's shareholders or actual controllers, it must be resolved by a shareholders' meeting or general meeting of shareholders.

The shareholders specified in the preceding paragraph or the shareholders controlled by the actual controller specified in the preceding paragraph shall not participate in voting on the matters specified in the preceding paragraph. The vote shall be passed by more than half of the voting rights held by other shareholders present at the meeting.

Article 17 The company must protect the legitimate rights and interests of employees, sign labor contracts with employees in accordance with the law, participate in social insurance, strengthen labor protection, and achieve safe production.

Companies should adopt various forms to strengthen vocational education and job training for company employees and improve the quality of employees.

Article 18 Company employees shall organize trade unions in accordance with the Trade Union Law of the People's Republic of China and the People's Republic of China, carry out trade union activities, and safeguard the legitimate rights and interests of employees. The company shall provide necessary activity conditions for the company's trade union. The company's labor union represents the employees and signs a collective contract with the company in accordance with the law regarding employees' labor remuneration, working hours, benefits, insurance, labor safety and health and other matters.

The company implements democratic management through workers’ congresses or other forms in accordance with the provisions of the Constitution and relevant laws.

When a company studies and decides on major issues in restructuring and operation, and formulates important rules and regulations, it shall listen to the opinions of the company's labor union and listen to the opinions and suggestions of employees through the workers' congress or other forms.

Article 19 In the company, in accordance with the provisions of the Constitution of the Communist Party of China, an organization of the Communist Party of China shall be established to carry out party activities. The company should provide necessary conditions for the activities of party organizations.

Article 20 The company’s shareholders shall abide by laws, administrative regulations and the company’s articles of association, exercise shareholder rights in accordance with the law, and shall not abuse shareholder rights to harm the interests of the company or other shareholders; shall not abuse the independent status of a company as a legal person and the limited liability of shareholders harm the interests of the company's creditors.

If a company's shareholders abuse their rights and cause losses to the company or other shareholders, they shall be liable for compensation in accordance with the law.

If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts, and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.

Article 21 The company’s controlling shareholders, actual controllers, directors, supervisors, and senior managers shall not use their related relationships to harm the interests of the company.

Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.

Article 22 The resolutions of the company’s shareholders’ meeting or general meeting of shareholders or board of directors are invalid if the content violates laws and administrative regulations.

If the convening procedures and voting methods of the shareholders' meeting, general meeting of shareholders, or board of directors violate laws, administrative regulations, or the company's articles of association, or the content of the resolution violates the company's articles of association, shareholders may, within 60 days from the date of making the resolution, Request the People's Court to revoke the decision.

If a shareholder files a lawsuit in accordance with the provisions of the preceding paragraph, the People's Court may, at the company's request, require the shareholder to provide corresponding guarantees.

If a company has registered a change in accordance with a resolution of the shareholders’ meeting or general meeting of shareholders or the board of directors, and the people’s court declares the resolution invalid or revokes the resolution, the company shall apply to the company registration authority to cancel the change registration.

Chapter 2 Establishment and Organizational Structure of a Limited Liability Company

Section 1 Establishment

Article 23 To establish a limited liability company, the following conditions must be met ：

(1) The shareholders meet the quorum;

(2) The shareholder’s capital contribution reaches the minimum legal capital limit;

(3) The shareholders’ agreement is jointly formulated Articles of Association;

(4) Have a company name and establish an organizational structure that meets the requirements of a limited liability company;

(5) Have a company domicile.

Article 24 A limited liability company shall be established with capital contribution from less than fifty shareholders.

Article 25 The articles of association of a limited liability company shall specify the following matters:

(1) Company name and domicile;

(2) Company business scope ;

(3) The registered capital of the company;

(4) The name of the shareholder;

(5) The method, amount and amount of capital contribution of the shareholder Time;

(6) The organization of the company, its establishment method, powers and rules of procedure;

(7) Legal representative of the company;

(8) Other matters deemed necessary by the shareholders' meeting.

Shareholders should sign and seal the articles of association.

Article 26 The registered capital of a limited liability company shall be the capital contribution subscribed by all shareholders registered with the company registration authority. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor shall it be less than the legal minimum limit of registered capital. The remaining part shall be paid in full by shareholders within two years from the date of establishment of the company; among them, investment companies can Paid in full within five years.

The minimum registered capital of a limited liability company is RMB 30,000. If laws and administrative regulations have higher provisions on the minimum limit of registered capital of a limited liability company, such provisions shall prevail.

Article 27 Shareholders may make capital contributions in currency, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and transferred in accordance with the law; however, legal and administrative Exceptions are made for property that cannot be used as capital contribution according to regulations.

The non-monetary property used as capital contribution must be evaluated and verified, and the property must not be overvalued or undervalued. If laws and administrative regulations have provisions on valuation and valuation, those provisions shall prevail.

The monetary contribution amount of all shareholders shall not be less than 30% of the registered capital of the limited liability company.

Article 28 Shareholders shall pay in full and on time the amount of capital contributions they have subscribed for as stipulated in the company's articles of association. If a shareholder contributes capital in currency, the full amount of the monetary contribution shall be deposited into the limited liability company's bank account; if the shareholder contributes capital in non-monetary property, the transfer procedures for its property rights shall be completed in accordance with the law.

If a shareholder fails to pay capital contributions in accordance with the provisions of the preceding paragraph, in addition to paying the company in full, he shall also bear liability for breach of contract to shareholders who have paid capital contributions in full on time.

Article 29 After shareholders pay their capital contribution, they must have their capital verified by a capital verification agency established in accordance with the law and issue a certificate.

Article 30 After a shareholder’s initial capital contribution has been verified by a capital verification institution established in accordance with the law, the representative designated by all shareholders or the agent entrusted by the *** shall submit a company registration application form to the company registration authority. Company articles of association, capital verification certificate and other documents, apply for establishment registration.

Article 31 After the establishment of a limited liability company, if it is found that the actual value of the non-monetary property contributed as capital for the establishment of the company is significantly lower than the amount specified in the company's articles of association, the shareholder who made the capital contribution shall make up the amount. The difference; other shareholders at the time of company establishment shall be jointly and severally liable.

Article 32 After a limited liability company is established, an investment certificate shall be issued to the shareholders.

The capital contribution certificate shall specify the following matters:

(1) Company name;

(2) Date of establishment of the company;

(3) The registered capital of the company;

(4) The name of the shareholder, the amount of capital contribution paid and the date of capital contribution;

(5) The number and date of issuance of the capital contribution certificate.

The investment certificate shall be stamped by the company.

Article 33 A limited liability company shall prepare a shareholder register, recording the following matters:

(1) Names and addresses of shareholders;

( 2) The amount of capital contribution of shareholders;

(3) The number of capital contribution certificate.

Shareholders recorded in the shareholder register may claim to exercise shareholder rights in accordance with the shareholder register.

The company shall register the names of the shareholders and the amount of their capital contributions with the company registration authority; if the registration matters are changed, the change registration shall be carried out. Without registration or change of registration, no action may be taken against a third party.

Article 34 Shareholders have the right to inspect and copy the company's articles of association, minutes of shareholders' meetings, resolutions of board of directors meetings, resolutions of board of supervisory board meetings and financial accounting reports.

Shareholders can request to inspect the company's accounting books. If a shareholder requests to inspect the company's accounting books, he or she shall submit a written request to the company stating the purpose. If the company has reasonable grounds to believe that a shareholder's inspection of accounting books has improper purposes and may harm the company's legitimate interests, it may refuse to provide inspection and shall reply to the shareholder in writing and explain the reasons within 15 days from the date of the shareholder's written request. If the company refuses to provide inspection, shareholders may request the People's Court to require the company to provide inspection.

Article 35: Shareholders receive dividends in accordance with the proportion of their paid-in capital contribution; when the company increases capital, shareholders have the right to give priority to subscribe for capital contributions in accordance with the proportion of their paid-in capital contribution. However, this is excepted if all shareholders agree not to distribute dividends according to the proportion of capital contribution or not to give priority to subscribe for capital contribution in accordance with the proportion of capital contribution.

Article 36 After the establishment of the company, shareholders shall not withdraw their capital.

Section 2 Organizational Structure

Article 37 The shareholders’ meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the company's authority and shall exercise its powers in accordance with this Law.

Article 38 The shareholders’ meeting shall exercise the following powers:

(1) Determine the company’s business policy and investment plan;

(2) Election and replacement Directors and supervisors who are not employee representatives shall decide on matters related to the remuneration of directors and supervisors;

(3) Review and approve the report of the board of directors;

(4) Review and approve the board of supervisors or supervisors

(5) Review and approve the company’s annual financial budget plan and final accounts plan;

(6) Review and approve the company’s profit distribution plan and loss compensation plan;

(7) Make a resolution on the company’s increase or decrease in registered capital;

(8) Make a resolution on the issuance of corporate bonds;

(9) Make a resolution on the company’s merger, division, or Make resolutions to dissolve, liquidate or change the company's form;

(10) Modify the company's articles of association;

(11) Other powers stipulated in the company's articles of association.

If shareholders unanimously agree in writing to the matters listed in the preceding paragraph, a decision may be made directly without convening a shareholders' meeting, and all shareholders shall sign and seal the decision document.

Article 39 The first shareholders’ meeting shall be convened and chaired by the shareholder with the largest capital contribution, and shall exercise its powers in accordance with the provisions of this Law.

Article 40 Shareholders’ meetings are divided into regular meetings and extraordinary meetings.

Regular meetings shall be held on time in accordance with the provisions of the company's articles of association. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or supervisors of a company without a board of supervisors propose to convene a temporary meeting, a temporary meeting shall be held.

Article 41 If a limited liability company establishes a board of directors, the shareholders’ meeting shall be convened by the board of directors and chaired by the chairman; if the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting; if the vice chairman cannot In case of performance of duties or failure to perform duties, more than half of the directors shall jointly elect a director to preside over the meeting.

If a limited liability company does not have a board of directors, the shareholders’ meeting shall be convened and chaired by the executive director.

If the board of directors or the executive director is unable or fails to perform the duty of convening the shareholders' meeting, the board of supervisors or the supervisor of the company without a board of supervisors shall convene and preside over it; if the board of supervisors or the supervisor fails to convene and preside over it, one-tenth of the representatives shall Shareholders with the above voting rights can convene and chair the meeting themselves.

Article 42 When convening a shareholders’ meeting, all shareholders shall be notified fifteen days before the meeting; however, unless otherwise provided for in the company’s articles of association or otherwise agreed upon by all shareholders.

The shareholders' meeting shall keep minutes of the decisions on the matters discussed, and shareholders attending the meeting shall sign on the minutes.

Article 43 At the shareholders’ meeting, shareholders shall exercise their voting rights in proportion to their capital contribution; however, unless otherwise provided in the company’s articles of association.

Article 44 The discussion methods and voting procedures of the shareholders’ meeting, except as provided for in this Law, shall be stipulated in the company’s articles of association.

Resolutions made at the shareholders' meeting to amend the company's articles of association, increase or decrease the registered capital, as well as resolutions to merge, split, dissolve or change the company's form must be approved by shareholders representing more than two-thirds of the voting rights.

Article 45 A limited liability company shall have a board of directors, whose members shall be from three to thirteen; however, except as otherwise provided for in Article 51 of this Law.

A limited liability company invested and established by two or more state-owned enterprises or two or more other state-owned investment entities shall have company employee representatives among its board members; other limited liability companies may have company employees among its board members represent. The employee representatives on the board of directors are democratically elected by the company's employees through employee congresses, workers' conferences or other forms of democracy.

The board of directors shall have one chairman and may have a vice chairman. The methods for selecting the chairman and vice-chairman shall be stipulated in the company's articles of association.

Article 46 The term of office of directors shall be stipulated in the company's articles of association, but each term shall not exceed three years. When a director's term expires, he or she may be re-elected.

If a director fails to be re-elected in time when his term of office expires, or if a director resigns during his term and the number of board members falls below the quorum, before the re-elected director takes office, the original director shall still comply with laws, administrative regulations and the company's articles of association. perform the duties of a director in accordance with the provisions of the regulations.

Article 47 The Board of Directors is responsible to the shareholders’ meeting and exercises the following powers:

(1) Convene the shareholders’ meeting and report its work to the shareholders’ meeting;

(2) Implement the resolutions of the shareholders’ meeting;

(3) Decide on the company’s business plan and investment plan;

(4) Formulate the company’s annual financial budget plan and final accounts plan;

(5) Formulate the company’s profit distribution plan and loss compensation plan;

(6) Formulate the company’s plan to increase or reduce the registered capital and issue corporate bonds;

(7) Formulate plans for the company's merger, division, dissolution or change of company form;

(8) Decide on the establishment of the company's internal management organization;

(9) Decide on appointment or Dismiss the company manager and his remuneration matters, and decide on the appointment or dismissal of the company's deputy manager, financial director and their remuneration matters based on the manager's nomination;

(10) Formulate the company's basic management system;

(11) Other powers stipulated in the company's articles of association.

Article 48 The board of directors meeting 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 fails to perform his duties, the meeting shall be convened and presided over by the vice chairman of the board of directors; if the vice chairman of the board of directors is unable or fails to perform his duties, he shall be convened and presided over by the chairman of the board of directors. More than half of the directors will jointly elect a director to convene and chair the meeting.

Article 49 The discussion methods and voting procedures of the board of directors, except as provided for in this Law, shall be stipulated in the company's articles of association.

The board of directors shall keep minutes of its decisions on the matters discussed, and the directors attending the meeting shall sign on the minutes.

The voting on resolutions of the board of directors shall be based on one person, one vote.

Article 50 A limited liability company may have a manager, who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following powers:

(1) Preside over the company's production and operation management and organize the implementation of board resolutions;

(2) Organize the implementation of the company's annual business plan and investment Plan;

(3) Formulate the company’s internal management organization plan;

(4) Formulate the company’s basic management system;

(5) Formulate the company’s Specific regulations;

(6) Propose the appointment or dismissal of the company’s deputy manager and financial controller;

(7) Decide on the appointment or dismissal of responsible persons other than those who should be appointed or dismissed by the board of directors Management personnel;

(8) Other powers granted by the board of directors.

If the company's articles of association have other provisions on the manager's powers, those provisions shall prevail.

The manager attends board meetings.

Article 51 A limited liability company with a small number of shareholders or a smaller scale may have one executive director but no board of directors. Executive directors may also serve as company managers.

The powers of the executive director are specified in the company's articles of association.

Article 52 A limited liability company shall have a board of supervisors, whose members shall not be less than three. A limited liability company with a small number of shareholders or a smaller scale may have one or two supervisors but no supervisory board.

The board of supervisors shall include shareholder representatives and an appropriate proportion of company employee representatives, of which the proportion of employee representatives shall not be less than one-third. The specific proportion shall be stipulated in the company's articles of association. The employee representatives on the board of supervisors are democratically elected by the company's employees through the employee representative conference, workers' conference or other forms of democracy.

The Board of Supervisors shall have one chairman, who shall be elected by a majority of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; if the chairman of the board of supervisors is unable or fails to perform his duties, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting of the board of supervisors.

Directors and senior managers may not concurrently serve as supervisors.

Article 53 The term of office of supervisors shall be three years. When the supervisor's term expires, he or she may be re-elected.

If a supervisor fails to be re-elected in time when his term of office expires, or if a supervisor resigns during his term and the number of members of the board of supervisors falls below the quorum, before the re-elected supervisor takes office, the original supervisor shall still comply with laws, administrative regulations and the company's articles of association. perform supervisory duties according to the regulations.

Article 54 The board of supervisors and supervisors of companies without a board of supervisors shall exercise the following powers:

(1) Inspect the company’s finances;

(2) Supervise the performance of directors and senior managers in the execution of company duties, and make recommendations for removal of directors and senior managers who violate laws, administrative regulations, company articles of association or resolutions of shareholders' meetings;

(3) When directors, When the behavior of senior managers harms the interests of the company, directors and senior managers are required to make corrections;

(4) Proposing to convene an extraordinary shareholders' meeting, and failing to convene and preside over the shareholders' meeting when the board of directors fails to perform the requirements of this Law Convening and presiding over the shareholders' meeting when performing duties;

(5) Proposing proposals to the shareholders' meeting;

(6) Pursuant to the provisions of Article 152 of this Law, Directors and senior managers file lawsuits;

(7) Other powers stipulated in the company's articles of association.

Article 55 Supervisors may attend board of directors meetings and raise questions or suggestions on matters resolved by the board of directors.

If the board of supervisors or supervisors of a company without a board of supervisors discovers that the company's operating conditions are abnormal, they can conduct an investigation; if necessary, they can hire an accounting firm to assist them in their work at the company's expense.

Article 56 The Board of Supervisors shall hold at least one meeting every year, and supervisors may propose to convene an extraordinary meeting of the Board of Supervisors.

The discussion methods and voting procedures of the supervisory board shall be stipulated in the company's articles of association, except as otherwise provided for in this Law.

Resolutions of the board of supervisors must be passed by more than half of the supervisors.

The board of supervisors shall keep minutes of its decisions on the matters discussed, and the supervisors attending the meeting shall sign on the minutes.

Article 57 The expenses necessary for the board of supervisors and supervisors of companies without a board of supervisors to exercise their powers shall be borne by the company.

Section 3 Special Provisions for One-person Limited Liability Companies

Article 58 The establishment and organizational structure of a one-person limited liability company shall be subject to the provisions of this section; if there are no provisions in this section, The provisions of Sections 1 and 2 of this Chapter shall apply.

The term "one-person limited liability company" as used in this Law refers to a limited liability company with only one natural person shareholder or one legal person shareholder.

Article 59 The minimum registered capital of a one-person limited liability company is RMB 100,000. Shareholders shall pay the capital contribution amount stipulated in the company's articles of association in full at one time.

A natural person can only invest in the establishment of a one-person limited liability company. This one-person limited liability company cannot invest in the establishment of a new one-person limited liability company.

Article 60 A one-person limited liability company shall indicate in the company registration whether it is a sole proprietorship by a natural person or a sole proprietorship by a legal person, and shall state this in the company's business license.

Article 61 The articles of association of a one-person limited liability company shall be formulated by the shareholders.

Article 62 A one-person limited liability company does not have a shareholders’ meeting. When a shareholder makes a decision listed in paragraph 1 of Article 38 of this Law, it shall be in writing, signed by the shareholder, and then retained in the company.

Article 63 A one-person limited liability company shall prepare a financial accounting report at the end of each fiscal year and have it audited by an accounting firm.

Article 64 If a shareholder of a one-person limited liability company cannot prove that the company's property is independent of the shareholder's own property, he shall bear joint and several liability for the company's debts.

Section 4 Special Provisions for Wholly State-Owned Companies

Article 65 The establishment and organizational structure of a wholly state-owned company shall be subject to the provisions of this section; if there are no provisions in this section, this chapter shall apply The provisions of Sections 1 and 2.

The term “wholly state-owned company” as used in this Law refers to a limited liability company solely funded by the state and in which the State Council or the local people's government authorizes the state-owned assets supervision and administration agency of the people's government at the same level to perform the investor's duties.

Article 66 The articles of association of a wholly state-owned company shall be formulated by the state-owned assets supervision and administration agency, or may be formulated by the board of directors and submitted to the state-owned assets supervision and administration agency for approval.

Article 67 A wholly state-owned company does not have a shareholders’ meeting, and the state-owned assets supervision and administration agency shall exercise the powers of the shareholders’ meeting. The state-owned assets supervision and administration agency may authorize the company's board of directors to exercise some of the powers of the shareholders' meeting and decide on major matters of the company, but the company's merger, division, dissolution, increase or decrease in registered capital and issuance of corporate bonds must be decided by the state-owned assets supervision and administration agency; Among them, the merger, division, dissolution or bankruptcy application of important wholly state-owned companies shall be reviewed by the state-owned assets supervision and administration agency and then reported to the people's government at the same level for approval.

The important wholly state-owned companies mentioned in the preceding paragraph shall be determined in accordance with the regulations of the State Council.

Article 68 A wholly state-owned company shall establish a board of directors, which shall exercise its powers in accordance with the provisions of Articles 47 and 67 of this Law. Each term of directors shall not exceed three years. There should be company employee representatives among the board members.

The members of the board of directors are appointed by the state-owned assets supervision and administration agency; however, the employee representatives among the board members are elected by the company’s employee representative conference.

The board of directors shall have one chairman and may have a vice chairman. The chairman and vice-chairman are appointed by the state-owned assets supervision and administration agency from among the board members.

Article 69 A wholly state-owned company shall have a manager who shall be appointed or dismissed by the board of directors. The manager shall exercise his powers in accordance with the provisions of Article 50 of this Law.

With the consent of the state-owned assets supervision and administration agency, board members may concurrently serve as managers.

Article 70 The chairman, vice chairman, directors and senior managers of a wholly state-owned company shall not work in other limited liability companies, joint stock companies or other economic entities without the consent of the state-owned assets supervision and administration agency. Organize part-time jobs.

Article 71 The supervisory board of a wholly state-owned company shall have no less than five members, among which the proportion of employee representatives shall not be less than one-third. The specific proportion shall be stipulated in the company's articles of association.

The members of the board of supervisors are appointed by the state-owned assets supervision and administration agency; however, the employee representatives among the members of the board of supervisors are elected by the company’s employee representative conference. The chairman of the board of supervisors shall be appointed by the state-owned assets supervision and administration authority from among the members of the board of supervisors.

The Board of Supervisors shall exercise the powers stipulated in Items (1) to (3) of Article 54 of this Law and other powers prescribed by the State Council.

Chapter 3 Equity Transfer of a Limited Liability Company

Article 72 Shareholders of a limited liability company may transfer all or part of their equity to each other.

The transfer of equity from a shareholder to a person other than the shareholder must be approved by a majority of the other shareholders. Shareholders shall notify other shareholders in writing to seek consent regarding the transfer of their equity. If other shareholders do not respond within thirty days from the date of receipt of the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree should purchase the transferred equity; if they do not purchase, it will be deemed to have agreed to the transfer.

For equity transferred with the consent of shareholders, other shareholders have the right of first refusal under the same conditions. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase proportions; if the negotiation fails, the right of first refusal shall be exercised according to the proportion of their respective capital contributions at the time of transfer.

If the company's articles of association have other provisions on equity transfer, those provisions shall prevail.

Article 73 When the people's court transfers a shareholder's equity in accordance with the enforcement procedures prescribed by law, it shall notify the company and all shareholders that other shareholders have the right of first refusal under the same conditions. If other shareholders do not exercise their preemptive right within 20 days from the date of notification by the People's Court, they will be deemed to have given up their preemptive right.

Article 74 After transferring equity in accordance with Articles 72 and 73 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue an investment certificate to the new shareholder, and issue a corresponding capital contribution certificate to the new shareholder. Modify the records of shareholders and their capital contributions in the company's articles of association and shareholder register. This amendment to the company's articles of association does not need to be voted on by the shareholders' meeting.

Article 75 Under any of the following circumstances, shareholders who vote against the resolution of the shareholders’ meeting may request the company to acquire their equity at a reasonable price:

(1) ) The company does not distribute profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for profit distribution stipulated in this law;

(2) The company merges, splits, or transfers its main assets;

(3) When the business period stipulated in the company's articles of association expires or other reasons for dissolution stipulated in the articles of association arise, the shareholders' meeting passes a resolution to amend the articles of association to enable the company to survive.

Since the shareholders’ meeting, what has happened? Article 76 After the death of a natural person shareholder, his legal heirs can inherit the shareholder qualifications; however, the company's articles of association provide otherwise. Except.

Chapter 4 Establishment and Organizational Structure of a Joint Stock Company Limited

Section 1 Establishment

Article 77 To establish a joint stock limited company, the following conditions must be met :

(1) The promoters meet the quorum;

(2) The capital subscribed and raised by the promoters reaches the minimum statutory capital limit;

(3) Share issuance and preparation matters comply with legal provisions;

(4) The promoters formulate the company's articles of association, and the establishment through fundraising is approved by the founding meeting;

(5) There is a company name, and the establishment An organizational structure that meets the requirements of a joint-stock company;

(6) Have a company domicile.

Article 78 The establishment of a joint-stock limited company may be through sponsorship or fund raising.

Sponsorship establishment refers to the establishment of a company by the promoters subscribing for all the shares to be issued by the company.

Establishment by public offering means that the promoters subscribe for a part of the shares to be issued by the company, and the remaining shares are publicly raised from the public or from specific targets to establish the company.

Article 79 To establish a joint-stock company, there must be at least two but not more than 200 people as promoters, of which more than half of the promoters must have domiciles in China.

Article 80 The promoters of a joint-stock company shall be responsible for the preparation of the company.

The sponsors should sign a sponsor agreement to clarify their respective rights and obligations during the company's establishment process.

Article 81 If a joint-stock company is established through sponsorship, the registered capital shall be the total share capital subscribed by all the promoters registered with the company registration authority. The whole company