Article 115 The board of directors of a company may
decide to appoint a member of the board of directors to concurrently take the
post of the manager.
Article 116 No company may, directly or via its
subsidiary, lend money to any of its directors, supervisors or senior
managers.
Article 117 A company shall regularly disclose to its
shareholders the information about remunerations obtained by the directors,
supervisors and senior managers from the company. Section 4 the Board of
Supervisors
Article 118 A joint stock limited company shall set up a
board of supervisors, which shall comprise at least 3 persons.
The board of supervisors shall include representatives of
shareholders and an appropriate percentage of representatives of the company's
employees. The percentage of the representatives of employees shall account for
not less than 1/3 of all the supervisors, but the concrete percentage shall be
specified in the articles of association. The representatives of employees who
serve as members of the board of supervisors shall be democratically elected
through the meeting of representatives of the company's employees, shareholders'
meeting or by other means. The board of supervisors shall have one chairman, and
may have a deputy chairman. The chairman and deputy chairman shall elected by
more than half of all the supervisors. The chairman of the board of supervisors
shall convene and preside over the meetings of the board of supervisors. If the
chairman of the board of supervisors is unable or fails to perform his duties,
the deputy chairman of the board of supervisors shall convene and preside over
the meeting of the board of supervisors. If the deputy chairman of the board of
supervisors is unable or fails to perform the duties, the supervisor jointly
recommended by half or more of the supervisors shall convene and preside over
the meetings of the board of supervisors. No director or senior manager may
concurrently act as a supervisor.
The provisions of
Article 53 of this Law on the term of office of the supervisors of a limited
liability company shall apply to that of the supervisors of a joint stock
limited company.
Article 119 The provisions of Articles 54 and 55 of this
Law on the functions of a limited liability company shall apply to that of the
board of supervisors of a joint stock limited company. The expenses necessary
for the board of supervisors to exercise its authorities shall be borne by the
company.
Article 120 The board of supervisors shall hold at least
one meeting every 6 months. The supervisors may propose to convene temporary
meetings of the board of supervisors. The discussion methods and voting
procedures of the board of supervisors shall be prescribed in the articles of
association, unless it is otherwise provided for by this Law.
The board of supervisors shall prepare records for the
decisions on the matters discussed at the meeting, which shall be signed by the
supervisors in presence.
Section 5 Special Provisions
on the Organizational Structure of a Listed Company
Article 121 The term "listed company" as mentioned in
this Law refers to the joint stock limited companies whose stocks are listed and
traded in a stock exchange.
Article 122 Where a listed company purchases or sells
any important assets, or provides a guarantee of which the amount exceeds 30% of
its total assets, a resolution shall be made by the shareholders' meeting and
adopted by shareholders representing 2/3 of the voting rights of the
shareholders in presence.
Article 123 A listed company shall have independent
directors. And the concrete measures shall be formulated by the State
Council.
Article 124 A listed company may have a secretary of the
board of directors, who shall be responsible for the preparation of the sessions
of shareholders' meeting and meetings of the board of directors, preservation of
documents, management of the company's stock rights, information disclosure, and
etc.
Article 125 Where any of the directors has any
relationship with the enterprise involved in the matter to be discussed at the
meeting of the board of directors, he shall not vote on this resolution, nor may
he vote on behalf of any other person. The meeting of the board of directors
shall not be held unless more than half of the unrelated directors are present
at the meeting. A resolution of the board of directors shall be adopted by more
than half of the unrelated directors. If the number of unrelated directors in
presence is less than 3 persons, the matter shall be submitted to the
shareholders' meeting of the listed company for deliberation.
Chapter V Issuance and
Transfer of Shares of a Joint Stock Limited Company
Section 1 Issuance of Shares
Article 126 The capital of a joint stock limited company
shall be divided into shares, and all the shares shall be of equal value.
The shares of the company are represented with stocks. A
stock is a certificate issued by the company to certify the share held by a
shareholder.
Article 127 The issuance of shares shall comply with the
principle of fairness and impartiality, and the shares of the same class shall
have the same rights and benefits. The stocks issued at the same time shall be
equal in price and shall be subject to the same conditions. The price of each
share purchased by any organization or individual shall be the same.
Article 128 The stocks may be issued at a price equal to
or above the par value, but not below the par value.
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