RESIDENT IDENTITY CARDS LAW
| Law of the People’s Republic of China on Resident Identity Cards | |
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| Notice: All Rights Reserved to the Legislative Affairs Commission of the Standing Committee of the National People’s Congress. | |||||||||||
PROVISIONS ON COLLECTIVE CONTRACTS
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Ministry of Labor and Social Security Order of the Ministry of Labor and Social Security of the People’s Republic of China No. 22 The Provisions on Collective Contracts, which were adopted at the 7th executive meeting of the Ministry of Labor and Social Security, the Minister of the Ministry of Labor and Social Security Zheng Silin January 20, 2004 Provisions on Collective Contracts Chapter I General Provisions Article 1 With a view to regulating the acts of conducting collective negotiations and concluding collective contracts, protecting the legitimate Article 2 The present Provisions shall apply to the enterprises and the public institutions implementing enterprise-management within the territory Article 3 The term “collective contract” as mentioned in the present Provisions refers to the written agreement concluded between an employing Article 4 When signing a collective contract or a special collective contract and determining the related matters, the employing entity and Article 5 When conducting a collective negotiation or signing a collective contract or a special collective contract, the parties concerned (1) abiding by laws, regulations and rules and relevant provisions of the state; (2) respecting each other and negotiating equally; (3) keeping honest and good faith, conducting fair cooperation; (4) taking into consideration the legitimate rights and interests of both parties simultaneously; (5) not taking extreme actions. Article 6 The collective contract or special collective contract that accord with the present Provisions shall have legal binding force on the The standards for working conditions and labor remuneration as provided for in the labor contract signed by an employing entity and Article 7 The administrative departments of labor and social security at (or above) the level of county shall, within their respective administrative Chapter II Content of Collective Negotiation Article 8 Both parties to the collective negotiation may conduct collective negotiation on some or one of the following matters, and sign a (1) labor remuneration; (2) working hours; (3) rest and vacations; (4) labor safety and health; (5) additional insurance and welfare; (6) special protection for female employees and minors; (7) trainings of professional skills; (8) management of labor contracts; (9) rewards and punishments; (10) staff reduction; (11) the term of collective contract; (12) procedures for modifying or canceling the collective contract; (13) settlement of disputes, which arise in fulfilling the collective contract, through negotiation; (14) liabilities for breach of collective contracts; (15) other matters agreed on by both parties through negotiation. Article 9 The labor remuneration shall mainly include: (1) the level of wages, the wage distribution system, the wage standards and the wage distribution method of an employing entity; (2) the measures for wage payment; (3) the overtime wages and the standards on allowances or subsidies and the measures for distribution of premium; (4) the measures for the adjustment of wages; (5) the wages and treatments during the probation period, sick leaves or private affair leaves; (6) the measures for paying the wages (subsistence allowance) to the employees under special circumstances; (7) other measures for distributing labor remuneration. Article 10 The working hours shall mainly include: (1) the system of working hours; (2) the measures for overtime work; (3) the working hours for special jobs; (4) the standard for labor quota. Article 11 The rest and vocations shall mainly include: (1) the measures for the daily rest time, weekly rest days arrangement and annual vocations; (2) the rest time and vocations for employees who are unable to implement the standard working hours;s (3) other vocations. Article 12 The labor safety and health shall mainly include: (1) the labor safety and health responsibility system; (2) the working conditions and safety technologies and measures; (3) the procedures for safe operation; (4) the standard for distributing labor protection appliances; (5) regular health examinations and occupation health examinations. Article 13 The additional insurances and welfares shall mainly include: (1) the types and scopes of the additional insurances; (2) the basic welfare system and welfare facilities; (3) the extension of medical leaves and the treatments; (4) the welfare system to the relatives of the employees. Article 14 The special protection of female employees and minors shall mainly include: (1) the work that shall not be assigned to female employees and minors; (2) the labor protection for female employees during periods of emmenia, pregnancy, confinement and breast feeding; (3) the regular health examination for female employees and minors; (4) the employment and registration system of minors. Article 15 The training of professional skills shall mainly include: (1) the programming of professional skill trainings and the annual plan; (2) the extracting and use of fees for the training of professional skills; (3) the measures for guaranteeing and perfecting the training of professional skill. Article 16 The management of labor contracts shall mainly include: (1) the date when a labor contract is concluded; (2) the conditions for determining the duration of a labor contract; (3) the general principles for modifying, canceling and renewing a labor contract, and the conditions for terminating a labor contract (4) the conditions and time limit for the probation. Article 17 The rewards and punishments shall mainly include: (1) the labor disciplines; (2) the performance evaluation, reward and punishment system; (3) the reward and punishment procedures; Article 18 The staff reduction shall mainly include: (1) the program for staff reduction; (2) the procedures for staff reduction; (3) the implementing measures for staff reduction and the compensation standards; Chapter III Representatives of Collective Negotiation Article 19 The term “representatives of collective negotiation” (hereinafter referred to as representatives) as mentioned in the present Provisions Both parties to a collective negotiation shall have the same number of representatives. Each party shall have at least 3 representatives Article 20 The representatives of collective negotiation on behalf of the employees shall be designated by the labor union of the entity. In The chief representative on behalf of the employees shall be the chairman of the labor union of this entity. The chairman of the labor Article 21 The representatives on behalf of the employing entity shall be designated by the legal representative of this entity, and the chief Article 22 The time limit for representatives to perform their responsibilities shall be determined by the parties they represent. Article 23 The chief representative of each party of collective negotiation may entrust in written form some professionals outside the entity The chief representative shall not be a person outside the entity. Article 24 No person may concurrently act as a representative of the employing entity and a representative of the employees. Article 25 The representatives shall perform the following duties: (1) to participate in the collective negotiation; (2) to accept the inquiries of the persons of the party represented by them, and timely announce the information on the negotiation to (3) to supply the information and materials related to the collective negotiation; (4) to take part in the settlement of the disputes under collective negotiation on behalf of the party represented by them; (5) to conduct supervision over the fulfillment of the collective contract or special collective contract; (6) other duties as provided for in the laws, regulations and rules. Article 26 The representatives shall protect the normal production or work order of the entity, and shall not have any acts of threatening, buying The representatives shall keep confidential the commercial secrets of the employing entity that they have learned in the course of Article 27 The representatives inside an enterprise who have participated in the collective negotiation shall be deemed as having provided normal Article 28 Where the labor contract of a representative expires during the period of his performing the duties as a representative, it shall (1) having seriously violated the labor disciplines or the provisions and rules formulated by the employing entity pursuant to law; (2) having seriously neglected his duties or seeking private interests, which leads to serious impairment to the interests of the employing (3) being subject to criminal liabilities. During the period of a person’ performing of the duties as a representative, the employing entity shall not change his post without Article 29 Where there is any dispute between a representative of the employees and the employing entity due to the matters as provided for in Article 30 The labor union may change the representatives of the employees. In the case of absence of the labor union, the representatives of The legal representative of the employing entity may change the representatives of the employing entity. Article 31 Where there is any absence of a representative due to change, resignation or any other force majeure, a new representative shall be Chapter IV Procedures for Collective Negotiation Article 32 Either party of the collective negotiation may make a written request for collective negotiation to the other party on signing a collective Where a party makes a request for collective negotiation, the other party shall give it a written reply within 20 days from the day Article 33 The representatives shall make the following preparations before the negotiation: (1) to get familiar with the laws, regulations, rules and systems related to the collective negotiation; (2) to learn the information and materials related to the collective negotiation, collect the opinions of the employing entity and the (3) to determine the matters under collective negotiation, which may be drafted by the party that makes a request for collective negotiation (4) to determine the time and place of the collective negotiation; (5) to jointly determine a non-negotiation representative as the note-keeper of the collective negotiation. The note-keeper shall keep Article 34 The meeting of collective negotiation shall be hosted by the chief representatives of both parties in turn, who shall accord with (1) Announcing the agenda and disciplines of the meeting; (2) The chief representative of a party sets forth the specific content and requests for the collective negotiation, and the chief representative (3) Both parties state their respective opinions on the matters under negotiation, and fully discuss them; (4) The chief representatives of both parties sum up the opinions. Where an agreement is reached, a draft collective contract or a draft Article 35 Where no agreement is reached or any unexpected issue arises, the negotiation may be suspended upon mutual agreement. The time limit Chapter V The Conclusion, Modification, Cancellation and Termination of Collective Contracts Article 36 The draft of a collective contract or of a special collective contract agreed on by the representatives of both parties shall be submitted When the employees representative assembly or all the employees discuss the draft of a collective contract or the draft of a special Article 37 The draft of a collective contract or the draft of a special collective contract adopted at the employees representative assembly Article 38 In general, the period of validity of a collective contract or a special collective contract shall be 1 to 3 years, which shall be Within 3 months prior to the expiration of a collective contract or a special collective contract, either party may request the other Article 39 Where both parties reach an agreement, a collective contract or a special collective contract may be modified or cancelled. Article 40 A collective contract or a special collective contract may be modified or cancelled under any of the following circumstances: (1) It is unable to perform the collective contract or the special collective contract for the employing entity is merged, dissolved or (2) It is unable to perform the collective contract or the special collective contract or part of the said contract in due to force majeure; (3) The conditions for modifying or canceling the collective contract or the special collective contract arises; (4) Other circumstances as stipulated in the laws, regulations and rules. Article 41 The procedures for the collective negotiation as stipulated in the present Provisions shall apply to the modification or cancellation Chapter VI Examination on Collective Contracts Article 42 After a collective contract or a special collective contract is signed or modified, the employing entity shall submit the text in The administrative department of labor and social security shall check in the submitted collective contract or special collective Article 43 The examination on collective contracts or special collective contracts shall adopt territorial administration, and the specific scope The collective contracts of enterprises under the Central Government and those of the employing entities of trans-province, trans-autonomous Article 44 The administrative department of labor and social security shall examine the validity of a collective contract or a special collective (1) whether the qualifications of subjects of both parties of the collective negotiation are in line with laws, regulations and rules; (2) whether the procedures for collective negotiation is in violation of laws, regulations and rules; (3) whether the content of the collective contract or the special collective contract is contrary to the provisions of the state. Article 45 Where the administrative department of labor and social security has any objection to a collective contract or a special collective (1) the names, addresses of both parties of the collective contract or special collective contract; (2) the date on which the administrative department of labor and social security receives the collective contract or the special collective (3) the examination opinions; (4) the date on which the examination opinions are formed. The Examination Opinion shall be affixed with the seal of the administrative department of labor and social security. Article 46 Where the employing entity and its employees conclude a new collective contract or a new special collective contract after collective Article 47 Where the administrative department of labor and social security raises no objection within 15 days as of the day when it receives Article 48 The valid collective contract or special collective contract shall be timely announced by the negotiation representatives to all of Chapter VII Mediation and Settlement of Disputes in Collective Negotiation Article 49 Where both parties fail to settle the disputes arising during a collective negotiation through negotiation, either party or both parties Article 50 The administrative department of labor and social security shall organize people of the labor union at the same level and the enterprise Article 51 The disputes arising during a collective negotiation shall be under territorial administration, and the specific scope of administration With regard to disputes arising during a collective negotiation of an enterprise under the Central Government or an employing entity Article 52 The mediation and settlement of the disputes arising during a collective negotiation shall be completed within 30 days as of the day Article 53 The mediation and settlement of the disputes arising during a collective negotiation shall proceed as follows: (1) to accept an application for mediation and settlement; (2) to investigate into and learn the information on the disputes; (3) to discuss and formulate a program on mediation and settlement of the disputes; (4) to mediate and settle the disputes; (5) to make a Mediation and Settlement Agreement. Article 54 The Mediation and Settlement Agreement shall include the application for mediation and settlement, the facts of disputes and mediation Chapter VIII Supplementary Provisions Article 55 Where the parties concerned fail to settle through consultation the dispute arising when fulfilling a collective contract, they may Article 56 Where an employing entity refuses, without any justifiable reason, the request for the collective negotiation made by the trade union Article 57 The present Provisions shall go into effect as of May 1, 2004, and the Provisions on Collective Contracts promulgated by the former |
Ministry of Labor and Social Security
2004-01-20
THE MEASURES OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA FOR THE ADMINISTRATION OF SMALL VESSELS COMING FROM AND GOING TO HONG KONG AND MACAO AND THE CARGOES AND ARTICLES ON THEM
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Customs General Administration Decree of the General Administration of Customs of the People’s Republic of China No. 112 The Measures of the Customs of the People’s Republic of China for the Administration of Small Vessels Coming from and Going to Hong Mou Xinsheng, Director of the General Administration of Customs February 6th, 2004 The Measures of the Customs of the People’s Republic of China for the Administration of Small Vessels Coming from and Going to Hong Chapter I General Provisions Article 1 In order to regulate the supervision over small vessels coming from and going to Hong Kong and Macao and the cargoes and articles Article 2 Definitions of the following terms as mentioned in the present Measures: (1) The term “small vessels coming from and going to Hong Kong and Macao” refers to the power-driven vessels and non-power-driven vessels (2) The term “customs midway supervisory offices for small vessels” (hereinafter referred to MSOs) refers to the supervisory institutions (3) The term “navigation instructions” refers to the electronic instructions given by the MSOs to the small vessels, such as “Pass by (4) The term “the specified area” refers to the navigation area centering around an MSO within a certain range. The specific range shall Article 3 Small vessels shall enter and exit, anchor, load and unload cargoes and articles, let people get on or get off and undergo relevant Article 4 Where any of the following vessels enters or exits China, it shall be subject to the formalities for manifest confirmation and customs (1) Small vessels coming and going between Hong Kong and the water area of Zhujiang shall go through the relevant formalities at Dachandao (2) Small vessels coming and going between Hong Kong or Macao and the waterway of Modaomen shall go through the relevant formalities at (3) Small vessels coming and going between Hong Kong or Macao and all the ports along the coasts of Guangdong, Guangxi and Hainan to the (4) Small vessels going between Hong Kong or Macao and all the ports of Guangdong Province to the east of Zhujiangkou, Fujian and along The small vessels coming and going between Hong Kong and Chiwan, Shekou, Mawan and Yantian Port shall directly go through the entry/exit Article 5 After being kept record by the customs, a small vessel may engage in transportation of cargoes entering or exiting China. The small vessel shall, via the shipping enterprise owning this vessel, go through the record-keeping formalities in the customs directly Article 6 Each small vessel shall install ship-borne information receiving and sending device acknowledged by the customs. Under special circumstances, No small vessel may have hidden compartments, interlayers or other room for hiding cargoes and articles. The structure of the vessel Chapter II Management of Record-keeping Article 7 When a small vessel applies for record-keeping, the shipping enterprise shall submit the following documents to the customs: (1) The Registration and Record-Keeping Form for Small Vessels Coming from and Going to Hong Kong and Macao (See Attachment 1); (2) Copy of the approving documents issued by the administrative department of transport; (3) Copy of the ship inspection certificate issued by China Classification Society or the administrative department of maritime; (4) Copy of the vessel’s transportation permit; (5) Copy of the vessel’s nationality certificate; (6) The diagram of the vessel’s structure; and (7) Colored photographs of the front view of the vessel and its profile that shows its name, each in triplicate; In addition, the original documents of those mentioned in Items (2) through (5) shall be simultaneously submitted to the customs for Article 8 Where the customs decides to keep record of a vessel, it shall issue a Registration and Record Keeping Certificate of Small Vessels Where the customs decides not to keep record of a vessel upon examination, it shall formulate and issue a Notice on Disapproval of Article 9 The customs shall adopt an annual examination management to small vessels. A shipping enterprise shall submit the following documents (1) The Annual Examination Report on Small Vessels Coming from and Going to Hong Kong and Macao (See Attachment 5); (2) The Record-keeping Certificate; and (3) The Supervisory Book of the Customs. Any small vessel that fails to go through the annual examination or fails to meet the requirements as specified in the present Measures Article 10 Where any of the information registered with the customs, such as a small vessel’s name, structure, route, legal representative, address Chapter III Supervision of Customs Article 11 Before a small vessel enters China, the person-in-charge or agent of the vessel may itself or authorize a manifest input entity to Before a small vessel exits China, the person-in-charge or agent of the vessel shall submit a paper manifest to the customs at the Article 12 The electronic manifest data shall include: the name and serial number of the tool of transport, the number of voyage, nationality, Article 13 The person-in-charge of a vessel shall confirm the declared electronic manifest data through the ship-borne receiving and sending After a vessel has completed the formalities for confirming the electronic manifest data and making the customs seal, the owner or Article 14 Where it is necessary to modify the electronic manifest data confirmed by the customs, the person-in-charge or its agent shall file Article 15 The customs shall preserve the electronic manifest data and track data for 3 years from the day when it confirms the declared manifest Article 16 After a small vessel starts to enter or exit China, it shall enter the specified area, receive and confirm the navigation instructions, Article 17 When a small vessel receives the instruction that it shall stop sailing to go through the relevant formalities, it shall sail into With regard to a small vessel entering China, it may continue to sail to the port of destination within China after its Supervisory With regard to a small vessel exiting China, it shall submit the manifest and other vouchers with the seal of the customs at the port Article 18 After a small vessel arrives at the port of destination within China, the person-in-charge or agent of the vessel shall submit the With regard to a small vessel that has gone through the relevant formalities at an MSO, it shall submit the customs seal. Article 19 The person-in-charge of a small vessel shall properly preserve the paper manifest, customs seal and other vouchers confirmed by the Article 20 When a small vessel loads or unloads cargoes entering or exiting China, the person-in-charge or agent of the vessel shall verify the Article 21 With regard to the articles for public use and self-use articles of the shipmen carried by a vessel entering or exiting China, one Article 22 Where a small vessel installs machine parts, or re-supplies ship’s fuel, materials and articles for public use, one shall fill in Article 23 No small vessel may carry import / export cargoes and non-import / export cargoes on board at the same time. Article 24 Upon approval of the departments of transport, a small vessel may concurrently engage in transportation within China. Whenever a small vessel changes the overseas transportation into domestic transportation or vice versa, one shall report to the customs Article 25 During the period from a small vessel’s entering China to the completeness of the customs clearance formalities, or during the period Article 26 Where a small vessel anchors, loads or unloads cargoes or articles, or lets people get on or off at a time or area other than the Article 27 Where a small vessel is forced to anchor, take up a berth, load or unload cargoes or articles, or lets people get on or off due to Where a small vessel is unable to anchor in the MSO for completing the entry / exit formalities due to confronting a storm, it may Article 28 An MSO may put marks on the cargoes carried by a small vessel and the compartments of the vessel, it may assign persons to conduct Article 29 Where the customs examines a small vessel, the person-in-charge or agent of the vessel shall be present, shall open all the places, When the customs examines the baggage and articles of the shipmen, the relevant shipmen shall be present and shall open the baggage Chapter IV Legal Liabilities Article 30 If anyone violates the Customs Law of the People’s Republic of China and the provisions of the present Measures, by smuggling or any Chapter V Supplementary Provisions Article 31 The power to interpret the present Measures shall remain with the General Administration of Customs. Article 32 The present measures shall come into force as of March 15, 2004. The Measures of the Customs of the People’s Republic of China for Attachments: 1. The Registration and Record-Keeping Form for Small Vessels Coming from and Going to Hong Kong and Macao (Omitted) 2. The Register and Record Keeping Certificates for Small Vessels Coming from and Going to Hong Kong and Macao (Omitted) 3. The Supervisory Book of the Customs for Small Vessels Coming from and Going to Hong Kong and Macao (Omitted) 4. Notice on Disapproval of Record Keeping of Small Vessels Coming from and Going to Hong Kong and Macao (Omitted) 5. The Annual Examination Report on Small Vessels Coming from and Going to Hong Kong and Macao (Omitted) 6. Entry-exit Declaration Form for Public Articles Carried by Small Vessels Coming from and Going to Hong Kong / Macao (Omitted) 7. Entry-exit Declaration Form for Self-use Articles Carried by Small Vessels Coming from and Going to Hong Kong / Macao (Omitted) 8. Declaration Form for Fuel and Materials Re-supplied Abroad to Small Vessels Coming from and Going to Hong Kong / Macao (Omitted) |
Customs General Administration
2004-02-06
GUIDANCE ON THE CORPORATION GOVERNANCE REFORM AND SUPERVISION OF BANK OF CHINA AND CHINA CONSTRUCTION BANK
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China Banking Regulatory Commission Guidance on the Corporation Governance Reform and Supervision of Bank of China and China Construction Bank YinJianFa [2004] No.12 March 11th, 2004 Chapter I General Provisions Article 1 Joint-stock reform for state-owned commercial banks is a brand new reform practice in China’s financial sector with great significance. Article 2 The general goal of the joint-stock reform for the two pilot banks is to lay special stress on such central links as reforming the Article 3 Through reform, the two pilot banks shall reach and remain at above the medium-level of the world’s top one hundred big banks by corporate Chapter II Reform of Corporation Governance Article 4 The two pilot banks shall establish a standard shareholders’ general meeting, a standard board of directors, a standard supervisory The shareholders’ general meeting, board of directors, supervisory board and the system of senior management of the two pilot banks Article 5 The two pilot banks shall fairly and impartially choose strategic investors from home and abroad so as to change the unitary structure By introducing strategic investors especially foreign strategic investors, the two pilot banks shall not only enhance capital strength Article 6 The two pilot banks shall formulate clear and definite developing strategies so as to maximize value of the banks. The two pilot banks shall proceed from their own conditions and the market guidance, identify their core competitive advantages and Article 7 The two pilot banks shall establish scientific systems of decision making, internal control and risk management. The two pilot banks shall establish and improve risk management system covering credit risk, market risk and operational risk etc. Article 8 The two pilot banks shall, in accordance with the principle of intensive operating, exercise flatter organization and vertical business Article 9 The two pilot banks shall, according to the requirement of human resources management for modern financial enterprises, deepen the Article 10 The two pilot banks shall, in accordance with the standards and requirements for modern financial corporations and listed banks, exercise Article 11 The two pilot banks shall reinforce the construction of information and technology and improve comprehensive management and service Article 12 The two pilot banks shall implement the strategy of financial talents development, intensify targeted training programs and do well Article 13 The two pilot banks shall bring into full play the specialized advantages of intermediary organizations and steadily step up the process Chapter III Examination Indicators Article 14 The examination indicators of the joint-stock reform for the two pilot banks shall include the net return on assets (ROA), the net Article 15 The ROA of the two pilot banks shall reach 0.6% in 2005, and international good standard in the year 2007. Article 16 The ROE of the two pilot banks shall reach 11% in 2005, and further rise to over 13% in 2007 so as to ensure the effect of capital Article 17 The cost income ratio of the two pilot banks shall be controlled within the range of 35% to 45% as of 2005. Article 18 The two pilot banks shall divide the non-credit assets into five grades from 2004, examine the quality of all assets in accordance Article 19 The two pilot banks shall manage capital in strict accordance with relevant provisions in the Regulations on Capital Adequacy Ratio Article 20 The two pilot banks shall take effective measures to strictly control the centralized risk of the accreditation to the same borrower, Article 21 The provision coverage ratio of NPL shall reach 60% for the Bank of China and 80% for China Construction Bank at the end of 2005, Chapter IV Examination and Reporting System Article 22 The two pilot banks shall intensify efforts of bad assets disposal. The two pilot banks shall investigate into law and regulation violating cases and severely punish the personnel involved in such breaching Article 23 A strict accountability system shall be exercised by the two pilot banks in the reform with the responsibilities implemented in accordance The two pilot banks shall apply management by objective and make assessment of each stage’s work through strict examination and appraisal, Article 24 China Banking Regulatory Commission will examine and supervise the reform of corporate governance structure and various financial Chapter V Supplementary Provisions Article 25 Interpretation of this Guidance is subject to China Banking Regulatory Commission. Article 26 This Guidance shall come into effect as of March 11th, 2004. |
China Banking Regulatory Commission
2004-03-11
FOREIGN TRADE LAW OF THE PEOPLE’S REPUBLIC OF CHINA (REVISED IN 2004)
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The Standing Committee of the National People’s Congress Order of President of The People’s Republic of China No.15 Foreign Trade Law of The People’s Republic of China has been revised and adopted by the 8th Session of the Standing Committee of the President of The People’s Republic of China Hu Jintao April 6, 2004 Foreign Trade Law of The People’s Republic of China (Revised in 2004) ContentChapter 1 General Provisions Chapter 2 Foreign Trade Dealers Chapter 3 Import and Export of Goods and Technologies Chapter 4 International Trade in Services Chapter 5 Protection of Trade-related Aspects of Intellectual Property Rights Chapter 6 Foreign Trade Order Chapter 7 Foreign Trade Investigations Chapter 8 Foreign Trade Remedies Chapter 9 Foreign Trade Promotion Chapter 10 Legal Liabilities Chapter 11 Supplementary Provisions Chapter 1 General Provisions Article 1 This Law is formulated with a view to expanding the opening to the outside world, developing foreign trade, maintaining foreign trade Article 2 This Law applies to foreign trade and the protection of trade-related aspects of intellectual property rights. For the purposes of this Law, “foreign trade” refers to import and export of goods and technologies and the international trade in Article 3 The authority responsible for foreign trade under the State Council is in charge of the administration of the foreign trade of the Article 4 The State shall pursue a uniform foreign trade regime, encourage the development of foreign trade and maintain fair and free foreign Article 5 The people’s Republic of China shall, on the principle of equality and mutual benefit, promote and develop trade relations with other Article 6 The People’s Republic of China shall, in accordance with the international treaties and agreements to which it is a contracting party Article 7 In the event that any country or region applies prohibitive, restrictive or other like measures on a discriminatory basis against Chapter 2 Foreign Trade Dealers Article 8 For the purposes of this Law, “foreign trade dealers” refers to legal persons, other organizations or individuals that have fulfilled Article 9 Foreign trade dealers engaged in import and export of goods or technologies shall register with the authority responsible for foreign Article 10 The international trade in services shall be carried out in compliance with the provisions of this Law and other relevant laws and The units engaged in foreign contract of construction project or foreign labor cooperation shall be equipped with corresponding eligibility Article 11 The State may implement state trading on certain goods. The import and export of the goods subject to state trading shall be operated In the event of importation of the goods subject to state trading without authorization in violation of paragraph 1 of this Article, Article 12 Foreign trade dealers may accept the authorization of others and conduct foreign trade as an agent within its scope of business. Article 13 Foreign trade dealers shall, in accordance with the regulations laid down by the authority responsible for foreign trade under the Chapter 3 Import and Export of Goods and Technologies Article 14 The State permit free import and export of goods and technologies unless the laws or administrative regulations provide otherwise. Article 15 The authority responsible for foreign trade under the State Council may, in accordance with the need to supervise import and export, Where the consignee or the consigner of the imported or exported goods subject to automatic licensing submits the automatic licensing In the case of importing or exporting technologies subject to free import and export, the contracts thereof shall be registered with Article 16 The State may restrict or prohibit the import or export of relevant goods and technologies for the following reasons that: (1) the import or export needs to be restricted or prohibited in order to safeguard the state security, public interests or public morals, (2) the import or export needs to be restricted or prohibited in order to protect the human health or security, the animals and plants (3) the import or export needs to be restricted or prohibited in order to implement the measures relating to the importations and exportations (4) the export needs to be restricted or prohibited in the case of domestic shortage in supply or the effective protection of exhaustible (5) the export needs to be restricted in the case of the limited market capacity of the importing country or region, (6) the export needs to be restricted in the case of the occurrence of serious confusion in the export operation order, (7) the import needs to be restricted in order to establish or accelerate the establishment of a particular domestic industry, (8) the restriction on the import of agricultural, animal husbandry or fishery products in any form is necessary, (9) the import needs to be restricted in order to maintain the State’s international financial status and the balance of international (10) the import or export needs to be restricted or prohibited as laws and administrative regulations so provide, or (11) the import or export needs to be restricted or prohibited as the international treaties or agreements to which the state is a contracting Article 17 The State may, in the case of the import or export of the goods and technologies relating to fissionable and fissionable materials The State may, in the time of war or for the protection of international peace and security, take any measures as necessary in respect Article 18 The authority responsible for foreign trade under the State Council in conjunction with other relevant authorities under the State The authority responsible for foreign trade under the State Council independently or in conjunction with other relevant authorities Article 19 Goods subject to import or export restriction shall be subject to quota and/or licensing control; technologies whose import or export Import or export of any goods and technologies subject to quota and/or licensing control will be effected only with the approval of Certain imported goods may be subject to tariff rate quota control. Article 20 Quotas and tariff rate quotas of the imported and exported goods shall be distributed on the principles of transparency, equity, impartiality Article 21 The state shall implement the commodity assessment system in a uniform manner and in accordance with the provisions of relevant laws Article 22 The state shall implement origin management in respect of the imported and exported goods. Specific measures thererfor shall be laid Article 23 Where the import or export of cultural relics, wildlife animals, plants and the products thereof are prohibited or restricted by other Chapter 4 International Trade in Services Article 24 In respect of international trade in services, the People’s Republic of China shall, in accordance with the commitments made in international Article 25 The authority responsible for foreign trade under the State Council in conjunction with other relevant authorities under the State Article 26 The State may impose restrictions and prohibitions on the international trade in services for the reasons that: (1) restrictions or prohibitions are needed to safeguard the state security, public interests or public morals, (2) restrictions or prohibitions are needed to protect the human health or security, the animals and plants life or health or the environment, (3) restrictions are needed to establish or accelerate the establishment of a particular domestic service industry, (4) restrictions are needed to maintain the balance of international payment of the state, (5) restrictions or prohibitions are needed as laws and administrative regulations so provide, or (6) restrictions or prohibitions are needed as the international treaties or agreements to which the state is a contracting party or a Article 27 The State may, in the case of military-related international trade in services, as well as the international trade in services relating The state may, in the time of war or for the protection of international peace and security, take any measures as necessary in respect Article 28 The authority responsible for foreign trade under the State Council in conjunction with other relevant authorities under the State Chapter 5 Protection of Trade-Related Aspects of Intellectual Property Rights Article 29 The State shall, in accordance with laws and administrative regulations relevant to intellectual property rights, protect trade-related Where the imported goods infringe intellectual property rights and impair foreign trade order, the authority responsible for foreign Article 30 Where the intellectual property right owner is involved in any one of such practices as preventing the licensee form challenging the Article 31 If other countries or regions do not grant the legal persons, other organizations and individual from the People’s Republic of China Chapter 6 Foreign Trade Order Article 32 In foreign trade dealings, monopolistic behavior in violation of relevant provisions of anti-monopoly laws and administrative regulations In foreign trade dealings, any monopolistic behavior with the effect of eliminating market fair competition shall be disposed of in Article 33 In foreign trade activities, such unfair competition activities as selling the products at unreasonable low prices, colluding with Any unfair competitive practice conducted in the foreign trade activities shall be disposed of in accordance with relevant laws and Where any illegal activities as provided in the previous paragraph occur with the effect of impairing foreign trade order, the authority Article 34 The following practices are not allowed in foreign trade activities: (1) forgery, distortion of origin marks of the imported and exported goods; forgery, distortion or trading of origin certificates of imported (2) defrauding the State of the refunded tax on exports; (3) smuggling; (4) evading certification, inspection and quarantine inspection as provided by laws and administrative regulations; (5) other activities in violation of the provisions of laws and administrative regulations. Article 35 In foreign trade activities, foreign trade dealers shall act in compliance with relevant provisions of foreign exchange administration Article 36 The authority responsible for foreign trade under the State Council may give a notice to the public the activities in violation of Chapter 7 Foreign Trade Investigation Article 37 In order to maintain the foreign trade order, the authority responsible for foreign trade under the State Council may carry out investigations (1) the impact on the domestic industry as well as the competitive strengths of import and export of goods, import and export of technologies (2) trade barriers of relevant countries or regions; (3) matters needed to be investigated on in order to determine whether such foreign trade remedies as anti-dumping, countervailing or (4) activities that circumvent foreign trade remedies; (5) matters in relation to state security in foreign trade; (6) matters needed to be investigated on in order to enforce the provisions of Articles 7, 29(2),30,31,32(3) and 33(3). (7) Other matters which may have impact on foreign trade order and need to be investigated on. Article 38 The authority responsible for foreign trade shall give a notice in case of initiating foreign trade investigations. The investigation may take the form of questionnaires in writing, hearings, on-the-spot investigations, entrusted investigations and The authority responsible for foreign trade under the State Council shall, on the basis of the findings, submit investigation reports Article 39 Relevant units and individuals shall provide the foreign trade investigation with cooperation and assistance. The authority in charge of foreign trade and other authorities under the State Council as well as their staff members shall have the Chapter 8 Foreign Trade Remedies Article 40 The State may take appropriate foreign trade remedies on the basis of the findings of foreign trade investigation. Article 41 Where a product from other countries or regions is dumped into the domestic market at a price less than its normal value and under Article 42 Where the export of a product from other countries or regions to the market of a third country causes or threatens to cause material Article 43 Where an imported product has directly or indirectly accepts any specific subsidiary granted by the exporting country or region and Article 44 Where a product is being imported in substantially increased quantities and under such conditions as to cause or threaten to cause Article 45 Where the increase of services provided to China by the service suppliers from other countries or regions causes or threatens to cause Article 46 Where the restriction imposed by a third country on the import of a certain product causes the increase in quantities of such product Article 47 Where any country or region that enters into or participate in the economic and trade treaties or agreements with the People’s Republic Article 48 The authority responsible for foreign trade under the State Council shall carry out bilateral or multilateral foreign trade consultations, Article 49 The authority responsible for foreign trade under the State Council and the other relevant authorities under the State Council shall Article 50 The State may take necessary anti-circumvention measures against the activities circumventing the foreign trade remedies provided Chapter 9 Foreign Trade Promotion Article 51 The State formulates foreign trade expansion strategies, establishes and improves the foreign trade promotion mechanism. Article 52 The State shall establish and improve financial institutions for foreign trade and establish funds for foreign trade development and Article 53 The State may take such measures as import and export credit, export credit insurance, export tax refund and other foreign trade promotion Article 54 The State establishes the foreign trade public information service system, providing foreign trade dealers and the public with information Article 55 The State shall take measures to encourage foreign trade dealer to explore international market, and develop foreign trade by adopting Article 56 Foreign trade dealers may organize or participate in relevant associations or chambers of commerce for importers and exporters in Relevant associations or chambers of commerce shall abide by relevant laws and regulations, provide in compliance with their articles Article 57 The organization for the promotion of international trade in China shall, in accordance with its articles of association, engage in Article 58 The State shall support and facilitate the foreign trade carried out by small and medium-sized enterprises with small or middle scale. Article 59 The State shall support and promote the development of foreign trade in national autonomous areas and economically under-developed Chapter 10 Legal Liabilities Article 60 Anyone who imports or exports the goods subject to the state trading without authorization in violation of Article 11 of this Law Article 61 Anyone who imports and exports the goods of which import and export is prohibited, or imports and exports the goods of which import Anyone who imports and exports the technologies of which import and export is prohibited, or imports and exports the technologies The authority responsible for foreign trade under the State Council and other relevant authorities under the State Council may, from Article 62 Anyone who engages in the international trade in services subject to prohibition or engages in international trade in services subject The authority responsible for foreign trade under the State Council may, from the date when the administrative sanction decision or Article 63 Anyone who acts in violation of the provision of Article 34 of this Law shall be punished in accordance with relevant laws and administrative The authority responsible for foreign trade under the State Council may, from the date when the administrative sanction decision or CIRCULAR OF THE MINISTRY OF LABOR AND SOCIAL SECURITY ON ABOLISHING THE INTERIM PROVISIONS ON THE ADMINISTRATION OF WAGES OF FOREIGN-FUNDED ENTERPRISES
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DECISION OF THE STATE COUNCIL ON REFORMING THE INVESTMENT SYSTEM
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State Council Decision of the State Council on Reforming the Investment System No.20 [2004] of the State Council July 16th,2004 Since the reform and opening up to the outside world, the State has made a series of reforms on the original investment system, which I. Guidelines and Target for Deepening the Reform of the Investment System 1. The guidelines for deepening the reform of investment system are: in accordance with the requirements for improving the socialist 2. The target for deepening the reform of investment system are: we should reform the system of government oversight of corporate investment II. Transforming the Administrative Functions of the Government and Establishing the Status of Enterprises as the Main Subject of Investment 1. The system of examination and approval for projects shall be reformed to put into effect the right of the enterprises to make their 2. Standardizing the ratification system of the government. The scope of ratification system shall be strictly restricted, and shall An enterprise may only submit project application reports to the government for its investment and construction of any project, which 3. Perfecting the registration and recording system. The registration and recording system shall be followed for the corporate investment 4. Enlarging large enterprise groups’ right of making decision on investment. Where a super enterprise group which follows a basic modern 5. Encouraging social investments. The government shall broaden the investment fields of social capital, and allow the social capital 6. Further broadening the financing channel of corporate investment projects. Enterprises of various kinds shall be permitted to raise 7. Regulating the corporate investment acts. Enterprises of various kinds shall strictly abide by the laws and regulations on state land III. Improving the government investment mechanism and regulating the government investment acts 1. Properly defining the scope of government investment. The government investment is mainly used in fields concerning national security 2. Perfecting decision-making mechanism for government investment projects. Scientific decision-making rules and procedures shall be 3. Regulating the management on government investment funds. Medium and long-term program and annual plan for government investment shall 4. Simplifying and regulating the procedures for the examination and approval of government investment projects, and properly dividing 5. Strengthening management on government investment projects and improving the ways for the implementation of construction. The construction 6. Introducing the market mechanism, and bringing into full play the benefits of government investment. The governments at various levels IV. Strengthening and improving macro-control on investment 1. Improving the system of macro-control on investment. The National Development and Reform Commission shall, under the guidance of the 2. Improving the ways of macro-control on investment. Economic, legal and necessary administrative measures shall be combined comprehensively 3. Coordinating means of macro-control on investment. The government investment scale shall be determined properly according to the requirements 4. Strengthening and improving investment information statistics work. The work of investment statistics shall be strengthened to reform V. Strengthening and improving supervision over investment 1. Establishing and improving the supervision system on government investment. The accountability system of government investment shall 2. Establishing and improving an enterprise investment supervision system with coordination and cooperation. The departments of state 3. Strengthening supervision over the investment intermediary service institutions. The various investment intermediary service institutions 4. Improving laws and regulations and making supervision and administration according to law. The relevant laws and regulations relating Annex: Catalogue of Investment Projects Approved by the Government (Text 2004) Annex:Catalogue of Investment Projects Approved by the Government (Text 2004) Brief Introduction: 1. The projects listed in this Catalogue shall refer to the major and restricted fixed assets investment projects invested and constructed 2. Except for investment projects that are prohibited by the state laws and regulations and the special provisions of the State Council, 3. The relevant provisions shall be applied by analogy to the examination and approval of projects as specified by the state laws and 4. The Catalogue has made prescription on the power of approval of the government, of which: (1) The projects “approved by the competent investment department of the State Council” as specified in the Catalogue shall be subject (2) The projects “approved by the competent investment department of local government” as prescribed by the Catalogue shall be subject (3) Special authorization shall be made to t NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING FOREIGN EXCHANGE CONTROL ON INDIVIDUAL FOREIGN TRADE OPERATIONS
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COMPANY LAW OF THE PEOPLE’S REPUBLIC OF CHINA (2004 REVISION)
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e00241
Standing Committee of the National People’s Congress Company Law of the People’s Republic of China (2004 Revision) (Adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29th, 1993. Revised for ContentsChapter I General Provisions Chapter II Establishment and Organizational Setup of a Limited Liability Company Section 1 Establishment Section 2 Organizational Setup Section 3 Solely State-owned Company Chapter III Establishment and Organizational Setup of Joint Stock Company Limited Section 1 Establishment Section 2 Shareholder’s Meeting Section 3 Board of Directors, Manager Section 4 Supervisory Committee Chapter IV Issue and Transfer of Shares of a Joint Stock Company Limited Section 1 Issue of Shares Section 2 Transfer of Shares Section 3 Listed Company Chapter V Corporate Bonds Chapter VI Financial Affairs and Accounting of a Company Chapter VII Merger and Division of a Company Chapter VIII Bankruptcy, Dissolution and Liquidation Chapter IX Branches of Foreign Companies Chapter X Legal Responsibilities Chapter XI Supplementary Provisions Chapter I General Provisions Article 1 The law is formulated in conformity with the Constitution with a view to establishing a modern enterprise system, standardizing the Article 2 The term “company” as used in this law refers to a limited liability company or a joint stock company limited set up within the territory Article 3 A limited liability company and a joint stock company limited are enterprise legal persons. With respect to a limited liability company, a shareholder bears the responsibility to the company within the limit of the amount With respect to a joint stock company limited the entire capital is divided into shares of equal amount and the shareholders bear Article 4 Shareholders of a company, as capital contributor, shall be enpost_titled to enjoy capital gains, make major policy decisions and choose A company shall enjoy all legal person property rights formed by the investment by shareholders, enjoy civil rights, and bear the Ownership of the State-owned property rights in a company belongs to the State. Article 5 A company shall operate independently with all its assets, and be responsible for its own profits and losses. Under the macro-economic control and regulation by the State, a company shall have the autonomy in organizing its own production and Article 6 A company shall institute an internal management system with a clear division of power and responsibility, a scientific management, Article 7 In changing over to a company, a State-owned enterprise shall first of all change its original operational mechanism, gradually and Article 8 A limited liability company or a joint stock company limited shall be set up pursuant to this law. Only those that can fulfill the Article 9 A limited liability company established pursuant to this law shall cover the words “limited liability” in its name. A joint stock company limited established pursuant to this law shall be clearly indicated as a joint stock company limited in its Article 10 A company shall make the location of its principal place of business as its address. Article 11 A company established pursuant to this law shall formulate its Articles of Association that have a binding force on the company, its The scope of business shall be defined in the Articles of Association and registered pursuant to law. If the scope of business covers A company shall perform its business activities within the scope registered. If a company has revised its Articles of Association Article 12 A company may invest in other limited liability companies or joint stock companies limited and bear responsibility to the companies Apart from investment companies and holding companies as specified by the State Council, where a company invests in other limited Article 13 A company may set up branches, which shall not enjoy the status of enterprise legal persons, and the parent company shall be responsible A company may set up subsidiaries which shall enjoy the status of enterprise legal persons and be independently responsible for their Article 14 In conducting business operations, a company shall observe the law, abide by business ethics, promote socialist culture and ethics, The legitimate rights and interests of a company shall be safeguarded by law against any infringement. Article 15 A company shall protect the legitimate rights and interests of its staff and workers, strengthen labor protection, and ensure safe Article 16 Workers of a company shall organize a trade union according to the law to carry out trade union activities and protect their legitimate A solely State-owned company or a limited liability company established by more than two State-owned enterprises or by more than two Article 17 The grassroots organizations of the Communist Party of China in a company shall carry out their activities pursuant to the Constitution Article 18 This law applies to limited liability companies established with foreign investment except otherwise laws concerning Sino-foreign Chapter II Establishment and Organizational Setup of a Limited Liability Company Section 1 Establishment Article 19 The establishment of a limited liability company shall be subject to the fulfillment of the following conditions: 1. The number of shareholders tallies with that prescribed by law; 2. The investment contributed by shareholders reaches the minimum amount of capital stipulated by law; 3. Shareholders participate in the formulation of Articles of Association; 4. The company has a suitable name and its organizational setup accords with that of a limited liability company. 5. The company has fixed production or operational site(s) and necessary conditions for production or operations. Article 20 A limited liability company shall be established by capital contributions made up by at least two and not more than 50 shareholders. Article 21 Where a State-owned enterprise set up prior to the implementation of this law can satisfy the condition of a limited liability company The steps and specific methods for State-owned enterprises to convert into companies shall be formulated separately by the State Council. Article 22 The Articles of Association of a limited liability company shall specify clearly: 1. Name and address of the company; 2. Scope of business of the company; 3. Registered capital of the company; 4. Names of shareholders; 5. Rights and obligations of shareholders; 6. Forms and amount of investment made by shareholders; 7. Conditions for shareholders to transfer their investment; 8. The organizations of the company and the methods of establishment, their powers and functions and rules of procedures for meetings; 9. Legal representative of the company; 10. Grounds for dissolution of the company and liquidation methods; and 11. Other matters deemed necessary by shareholders.Shareholders shall sign and seal the Articles of Association of the company. Article 23 The registered capital is the total amount of investment paid in by all the shareholders registered with the registration department. The amount of registered capital shall not be less than the amount specified below: 1. with respect to a company mainly engaging in production operations, RMB500,000; 2. with respect to a company mainly engaging in wholesales, RMB500,000; 3. with respect to a company mainly engaging in retail sales, RMB300,000; 4. with respect to a company engaging in technology development, consulting and services, RMB100,000. If the minimum amount of registered capital of a limited liability company of a given trade shall be higher than those stipulated Article 24 Shareholders may make their investment in cash, in kind, in industrial property rights, in non-patented technology or land use rights, The assessment of land use rights in value shall be made pursuant to law or administrative regulations. The amount of industrial property rights or non-patented technology in value shall not exceed 20 percent of the total value of the Article 25 Shareholders shall pay in full their subscribed capital contributions as specified in the Articles of Association. In cases of making Shareholders who fail to pay in the subscribed amount of investment as stipulated in the preceding paragraph shall be liable to breach Article 26 After all the shareholders have paid in their investment, the investment shall be verified by a legal investment verification institution Article 27 After all the investment paid in by shareholders is verified, a representative designated or an agent commonly commissioned by all If an examination and approval procedure is required by law or administrative regulations, the document of approval shall be submitted The company registration department shall grant registration if all the requirements stipulated by this law are fulfilled and issue The date of issue of the company business license shall be the date of establishment of the limited liability company. Article 28 After the establishment of a limited liability company, if the actual value of the investment in kind, industrial property rights, Article 29 Where a limited liability company sets up branches at the time of its establishment, it shall apply for registration to obtain business Where a limited liability company sets up a branch or branches after its establishment, the legal representative of the company shall Article 30 After the establishment, a limited liability company shall issue certificates of investment to shareholders. A certificate of investment 1. Name of the company; 2. Date of registration of the company; 3. Registered capital of the company; 4. Names of shareholder, amount of investment paid in and the date of payment; and 5. Serial number and date of issue of the certificates of investment. Certificates of investment shall be affixed with the seal of the Article 31 A limited liability company shall keep a list of its shareholders with the following specified items: 1. Names or both names and address of shareholders; 2. Amount of investments paid in by the shareholders; 3. Serial number of the certificates of investment. Article 32 Shareholders of a company shall have the right to review the minutes of meetings of shareholders and the financial and accounting Article 33 Shareholder shall get dividends in proportion to the amount of investment they have made. Where a company wants to increase its capital, Article 34 Shareholders are prohibited to withdraw their investment after the registration of the company. Article 35 Shareholders may transfer to each other all or part of their investment. With respect to transferring the investment to other people other than other shareholders of the company, a shareholder must get the Shareholders who disapprove of the transfer shall buy the shares of investment to be transferred. If they fail to buy the shares, With respect to the investment shares having been approved to be transferred, other shareholders shall have the priority for the purchase Article 36 After a shareholder has transferred its investment pursuant to law, the company shall record the name(s) and address(es) of the transferee(s) Section 2 Organizational Setup Article 37 The meeting of shareholders of a limited liability company shall be made up of all shareholders. The meeting of shareholders shall Article 38 The meeting of shareholders shall exercise the following powers: 1. To decide upon the operation policies and investment plans of the company. 2. To elect and replace directors and decide on matters relating to remuneration to directors. 3. To elect and replace the supervisors who are the representatives of shareholders and decide on the payment to supervisors. 4. To examine and approve the reports by the board of directors. 5. To examine and approve the reports by the supervisory committee or individual supervisors. 6. To examine and approve the annual financial and budget plan and financial accounting plan of the company. 7. To examine and approve the plans for company’s profit distribution and losses recovery. 8. To pass resolutions on the increase or decrease of registered capital. 9. To pass resolutions on the issue of bonds. 10. To pass resolutions on the transfer of investment by shareholders to people other than shareholders. 11. To pass resolutions on issues as merger, division, change in corporate form, dissolution and liquidation and other affairs of the 12. To revise the Articles of Association of the company. Article 39 Methods of discussion and voting procedures of the meeting of shareholders shall be stipulated in the Articles of Association except The resolution on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the Article 40 A company may revise its Articles of Association. The resolution on the revision of the Articles of Association must be agreed by shareholders representing over two-thirds of the voting Article 41 In a meeting of shareholders, the voting rights shall be exercised in proportion to the amount of investment made by shareholders. Article 42 The first meeting of the shareholders shall be convened and presided over by the shareholder whose capital contribution is the largest. Such shareholder shall exercise its rights pursuant to the provisions of this law. Article 43 Meetings of shareholders shall be of regular meetings and irregular meetings. Regular meetings shall be called pursuant to the provisions of the Articles of Association of the company. Irregular meetings may Where a limited liability company has a board of directors, the meeting of shareholders shall be called by the board of directors Article 44 Where a meeting of shareholders is to be held, notice shall be given to all the shareholders 15 days before the meeting is held. The meeting of shareholders shall keep minutes on matters discussed and to be signed by shareholders present. Article 45 The board of directors of a limited liability company shall be made up of 3 to 13 persons. With respect to a board of directors established by at least two State-owned enterprises or by at least two State-owned investment A board of directors shall have a chairman and may have one to two vice-chairmen. The method of election of the chairman and vice-chairmen The chairman of the board of directors is the legal representative of the company. Article 46 The board of directors shall be responsible to the meeting of shareholders and exercises the following powers: 1. To convene meetings of shareholders and report work to the meetings of shareholders. 2. To execute the resolutions passed by the meetings of shareholders. 3. To decide on the operation and investment plans. 4. To formulate the company’s annual financial budget and final accounts. 5. To formulate the profit distribution and losses recovery plans. 6. To formulate plans for increasing or decreasing registered capital of the company. 7. To draft plans for merger, division, change of corporate form and dissolution of the company. 8. To decide on the organizational setup of the company. 9. To appoint or dismiss manager (general manager) of the company (hereinafter referred to as “manager”), appoint or dismiss deputy managers 10. To formulate the basic management systems of the company. Article 47 The term of office for the chairman of the board of directors shall be stipulated in the Articles of Association, in case that each Before the term of office of a director expires, the meeting of shareholders may not dismiss him (her) from his (her) posts without Article 48 The meetings of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman Article 49 The method of discussion and the procedures of voting at the meeting of the board of directors shall be stipulated in the Articles As regarding a meeting of the board of directors, a notice shall be given to the directors concerned 10 days before the meeting is The board of directors shall keep minutes of meetings made on the matters discussed and being signed by the directors present. Article 50 A limited liability company shall have a manager, subject to appointment or dismissal by the board of directors. The manager shall 1. To be in charge of the company’s production operations and management of the company and organize the implementation of the decisions 2. Implementation of the annual operation and investment plans of the company. 3. To formulate the internal organizational setup plan. 4. To formulate the basic management system of the company. 5. To formulate specific rules and regulations of the company. 6. To propose the appointment or dismissal of deputy managers and financial officers of the company. 7. To appoint or dismiss management officers other than those required to be appointed or dismissed by the board of directors. 8. Other powers conferred by the Articles of Association and the board of directors. The manager shall attend the meeting of the board Article 51 Where a limited liability company with a small number of shareholders and a small scale of operation, it may have one sole executive The powers and functions of the managing director shall be defined in the Articles of Association pursuant to the provisions of Article Where a limited liability company has no board of directors, the managing director shall be the legal representative. Article 52 A limited liability company with a relatively large scale of operation shall have a supervisory committee made up of not less than The supervisory committee shall include representatives of shareholders and a certain proportion of workers’ representatives. The The workers’ representatives to the supervisory committee shall be elected by workers through democratic process. A limited liability company with a relatively small number of shareholders and of a small operation scale may have one to two supervisors. Director, manager and financial officer of a company shall not concurrently serve as supervisors. Article 53 The term of office of a supervisor is three years, upon the expiration of the term, a supervisor may be reappointed and serve another Article 54 The supervisory committee or individual supervisors of a company exercise the following powers: 1. To check up on the financial affairs of the company; 2. To supervise the law and regulation violating acts or the Articles of Association of directors and manager in performing their duties; 3. To request directors or manager to remedy their acts whenever such acts harm the interests of the company; 4. To propose the convening of an interim shareholders’ meeting; and 5. To exercise other powers as stipulated in the Articles of Association. Supervisors shall attend the meeting of the board of directors Article 55 Whenever considering and deciding on wages, welfares, production safety of the staff and workers and labor protection and labor insurance Article 56 Opinions and suggestions of the trade union and workers of the company shall also be solicited when considering and deciding on major Article 57 The following persons may not serve as the director, supervisor or manager of a company: 1. persons without or with restricted civil capacity; 2. persons who have committed the offences of corruption, bribery, infringement of property, misappropriation of property or sabotaging 3. persons who are former directors, factory directors of managers of a company or enterprise which has become bankrupt and been liquidated 4. persons who were legal representatives of a company or enterprise which had its business licence revoked due to a violation of the 5. persons who have a relatively large amount of debts due and outstanding. The election or appointment for directors, supervisors or manager of a company shall become invalid if not in conformity with the Article 58 Civil servants of the State are not allowed to serve as directors, supervisors or managers of companies. Article 59 Directors, supervisors and manager of a company shall abide by the Articles of Association, perform their duties faithfully, and safeguard Directors, supervisors or manager of a company are not allowed to exploit their position to accept bribes or other illegal income Article 60 Directors or manager of a company are not allowed to misappropriate the funds of the company or loan such funds to others. Directors or manager of a company are not allowed to deposit the assets of the company in their own or other personal bank accounts. Directors or manager of a company shall not provide assets of the company as guarantee for the debts owed by shareholders of the company Arti THE DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ABOUT AMENDING THE AUCTION LAW OF THE PEOPLE’S REPUBLIC OF CHINA
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