Article 93 The board of directors shall, within 30 days
after the establishment meeting ends, file an application for registration with
the company registration authority and submit the following documents to it:
(1) a company registration application;
(2) the records of the establishment meeting;
(3) the articles of association;
(4) a capital verification certification;
(5) the appointment documents and identity
certificates of the legal representative, directors and supervisors;
(6) the certifications for the juridical person or
natural person status of the initiators; and
(7)
the certification on the domicile of the company. As for a joint stock limited
company established by stock floatation that makes public stock offers, in
additions to the aforementioned documents, it shall submit to the company
registration authority the approval document issued by the securities regulatory
institution of the State Council.
Article 94 After the establishment of a joint stock
limited company, if any of the initiators fails to make full payment for the
capital contributions as provided for in the articles of association, it shall
make up the arrears, and the other initiators shall bear joint liabilities.
After the establishment of a joint stock limited company, if it is found that
the actual value of the non-monetary properties used as capital contributions
for the establishment of the company is obviously lower than that as prescribed
in the articles of association, the initiator who has made the capital
contribution shall make up the balance, and the other initiators shall bear
joint liabilities.
Article 95 The initiators of a joint stock limited
company shall bear the following responsibilities:
(1) In the case of failure to establish the company,
bearing joint liabilities for the debts and expenses resulted from the
pre-establishment activities;
(2) In the case of
failure to establish the company, bearing joint liabilities for refunding the
paid-in capital as well as the interests thereof computed at the bank interest
rate for the same period; and
(3) If the company's
interest is injured in the course of its establishment due to the negligence of
the initiators, being liable for making compensations to the company.
Article 96 Where a limited liability company is changed
into a joint stock limited company, the total amount of the paid-in capital
shall be not less than the total amount of the net assets. Where a limited
liability company is changed into a joint stock limited company, the public
offer stocks issued for the purpose of increasing the capital shall comply with
the law.
Article 97 A joint stock limited company shall prepare
and keep in the company the articles of association, register of the
shareholders, counterfoil of corporate bonds, records of the shareholders'
meetings, records of the meetings of the board of directors, records of the
meetings of the board of supervisors, and financial reports.
Article 98 The shareholders shall be entitled to refer
to the articles of association, register of the shareholders, counterfoil of
corporate bonds, records of the shareholders' meeting meetings, records of the
meetings of the board of directors, records of the meetings of the board of
supervisors and financial reports, and may bring forward proposals or raise
questions about the business operation of the company. Section 2 Shareholders'
Meeting
Article 99 The shareholders' meeting of a joint stock
limited company shall comprise all the shareholders. It is the company's organ
of power, which shall exercise its authorities according to law.
Article 100 The provisions regarding the authorities of
the shareholders' meeting of a limited liability company as prescribed in the
first paragraph of
Article 38 of this law shall apply to
the shareholders' meeting of a joint stock limited company.
Article 101 An annual session of the shareholders'
meeting shall be held each year. Under any of the following circumstances, a
temporary shareholders' meeting shall be held within 2 months:
(1) The number of directors is less than two-thirds
of the number of directors as required by this law or the number of directors as
prescribed in the articles of association;
(2) The
un-recovered losses of the company reach one-third of the total pain-in
capital;
(3) At the request of the shareholders
separately or aggregately holding 10% or more of the company's shares;
(4) The board of directors deems it necessary;
(5) At the request of the board of supervisors;
and
(6) Other circumstances as prescribed in the
articles of association.
Article 102 A session of the shareholders' meeting shall
be convened by the board of directors and be presided over by the chairman of
the board of directors. If the chairman is unable or fails to perform his
duties, the meetings thereof shall be presided over by the deputy chairman of
the board of directors. If the deputy chairman of the board of directors is
unable or fails to perform his duties, the meetings shall be presided over by a
director jointly recommended by half or more of the directors.
If the board of directors or the acting director is unable
or fails to fulfill the obligation of convening the meetings of the
shareholders' meeting, the board of supervisors shall convene and preside over
such meetings. If the board of supervisors does not convene or preside over such
meetings, the shareholders separately or aggregately holding 1/10 or more of the
shares may convene and preside over such meetings on their own initiative.
Article 103 As for a shareholders' meeting to be held, a
notice shall be given to every shareholder 20 days in advance, which shall state
the time and place of the meeting as well as the matters to be deliberated at
the meeting. As for a temporary meeting of the shareholders' meeting, a notice
shall be given to every shareholder 15 days in advance. As for the issue of
unregistered stocks, the time and place of the meeting as well as the matters to
be deliberated at the meeting shall be announced 30 days in advance.
The shareholders separately or aggregately holding 3% or
more of the shares of the company may put forward a written temporary proposal
to the board of directors 10 days before a shareholders' meeting is held. The
board of directors may notify other shareholders within 2 days and submit the
temporary proposal to the meeting of the shareholders' meeting for deliberation.
The contents of a temporary proposal shall fall within the scope to be decided
by the shareholders' meeting, and the temporary proposal shall have a clear
topic for discussion and matters to be decided. The shareholders' meeting shall
not make any decision on any matter not listed in the notice as mentioned in the
preceding two paragraphs. If the holders of unregistered stocks attend the
shareholders' meeting, they shall have their stocks preserved in the company
during the period from 5 days before the meeting is held to the day when the
shareholders' meeting is closed.
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