Chapter 1 General Provisions

Chapter 2 Establishment and Organizational Structure of Limited Liability Companies

Section 1 Establishment

Section 2 Organizational Structure

Section 3 Special Provisions for One Person Limited Liability Companies

Section 4 Special Provisions for State owned Sole Proprietorship Companies

Chapter 3 Equity Transfer of Limited Liability Companies

Chapter 4 Establishment and Organizational Structure of a Limited Liability Company

Section 1 Establishment

Section 2 Shareholders' Meeting

Section 3: Board of Directors and Managers

Section 4: Supervisory Board

Section 5 Special Provisions on the Organizational Structure of Listed Companies

Chapter 5: Issuance and Transfer of Shares of a Limited Liability Company

Section 1 Share Issuance

Section 2 Share Transfer

Chapter 6 Qualifications and Obligations of Company Directors, Supervisors, and Senior Management Personnel

Chapter 7 Corporate Bonds

Chapter 8: Corporate Finance and Accounting

Chapter 9: Merger, Division, Capital Increase, and Reduction of Companies

Chapter 10: Dissolution and Liquidation of the Company

Chapter 11: Branches of Foreign Companies

Chapter 12 Legal Liability

Chapter 13 Supplementary Provisions

Chapter 1 General Provisions

Article 1: In order to regulate the organization and behavior of companies, 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, this Law is formulated.

Article 2: The term "company" as used in this Law refers to a limited liability company or a joint stock limited company established within the territory of China in accordance with this Law.

Article 3: The company is an enterprise legal person with independent legal person property and enjoys legal person property rights. The company is responsible for its debts with all of its assets.

Shareholders of a limited liability company are liable to the company up to the amount of their subscribed capital; Shareholders of a limited liability company are liable to the company up to the number of shares they have subscribed for.

Article 4: Shareholders of the company have the right to enjoy asset returns, participate in major decisions, and choose managers in accordance with the law.

Article 5: When engaging in business activities, the company must abide by laws and administrative regulations, adhere to social and commercial ethics, be honest and trustworthy, accept supervision from the government and the public, and assume social responsibilities.

The legitimate rights and interests of the company are protected by law and are not infringed upon.

Article 6: To establish a company, an application for establishment registration shall be submitted to the company registration authority in accordance with the law. Those that meet the establishment conditions stipulated in this Law shall be registered as limited liability companies or joint stock limited companies respectively by the company registration authority; Those that do not meet the establishment conditions stipulated in this Law shall not be registered as limited liability companies or joint stock limited companies.

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

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

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

The business license of a company shall specify the company's name, address, registered capital, business scope, name of the legal representative, and other relevant information.

If there is a change in the items recorded in the company's business license, the company shall handle the change registration in accordance with the law, and the company registration authority shall issue a new business license.

Article 8: Limited liability companies established in accordance with this Law must indicate the words "Limited Liability Company" or "Limited Company" in their company names.

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

Article 9: When a limited liability company is changed to a joint stock limited company, it shall meet the conditions for a joint stock limited company as stipulated in this Law. The transformation of a limited liability company into a limited liability company shall comply with the conditions for a limited liability company as stipulated in this Law.

If a limited liability company is changed to a joint stock limited company, or if a joint stock limited company is changed to a limited liability company, the creditor's rights and debts of the company before the change shall be inherited by the company after the change.

Article 10: The company shall take the location of its main office as its domicile.

Article 11: The establishment of a company must formulate its articles of association in accordance with the law. The articles of association have binding force on the company, shareholders, directors, supervisors, and senior management.

Article 12: The business scope of the company shall be stipulated in the company's articles of association and registered in accordance with the law. The company may amend its articles of association and change its business scope, but it shall handle the change registration.

Projects within the company's business scope that require approval according to laws and administrative regulations shall be approved in accordance with the law.

Article 13: The legal representative of the company shall be appointed by 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. The change of the legal representative of the company shall be registered for change.

Article 14: The company may establish branch offices. To establish a branch, one should apply for registration with the company registration authority and obtain a business license. The branch does not have legal personality, and its civil liability is borne by the company.

The company can establish subsidiaries, which have legal personality and independently assume civil liability in accordance with the law.

Article 15: The company may invest in other enterprises; However, unless otherwise provided by law, one shall not become a joint and several liability investor for the debts of the invested enterprise.

Article 16: When a company invests in other enterprises or provides guarantees for others, it shall be decided by the board of directors, shareholders' meeting, or shareholders' general meeting in accordance with the provisions of the company's articles of association; If the articles of association of a company have limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, they shall not exceed the prescribed limits.

If a company provides guarantees to its shareholders or actual controllers, it must be approved by the shareholders' meeting or the shareholders' general meeting.

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

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

The company should adopt various forms to strengthen the vocational education and job training of its employees, and improve their quality.

Article 18: Company employees shall organize trade unions in accordance with the Trade Union Law of 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 conditions for the activities of its labor union. The company's labor union represents employees in signing collective contracts with the company in accordance with the law on matters such as labor remuneration, working hours, benefits, insurance, and labor safety and health.

The company implements democratic management through the employee representative assembly or other forms in accordance with the Constitution and relevant laws.

When the company studies and decides on major issues related to restructuring and operation, and formulates important rules and regulations, it should listen to the opinions of the company's labor union and solicit the opinions and suggestions of employees through the employee representative assembly or other forms.

Article 19 In the company, according to the provisions of the Constitution of the CPC, an organization of the CPC shall be established to carry out Party activities. The company should provide necessary conditions for the activities of the party organization.

Article 20: Shareholders of a company shall comply with 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; It is not allowed to abuse the independent status of the company's legal person and the limited liability of shareholders to harm the interests of the company's creditors.

If a shareholder of a company abuses their shareholder rights and causes losses to the company or other shareholders, they shall be liable for compensation in accordance with the law.

If the shareholders of a company abuse the independent status of the 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 controlling shareholder, actual controller, directors, supervisors, and senior management personnel of the company shall not use their affiliated relationships to harm the interests of the company.

Those who violate the provisions of the preceding paragraph and cause losses to the company shall be liable for compensation.

Article 22: Resolutions of the company's shareholders' meeting, shareholders' meeting, or board of directors that violate laws and administrative regulations shall be invalid.

If the convening procedures and voting methods of the shareholders' meeting, shareholders' meeting, or board of directors' meeting violate laws, administrative regulations, or the company's articles of association, or if the content of the resolution violates the company's articles of association, shareholders may request the people's court to revoke it within 60 days from the date of the resolution.

If shareholders file a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require shareholders to provide corresponding guarantees.

If a company has already completed the registration of changes based on a resolution of the shareholders' meeting, shareholders' meeting, or board of directors, and the people's court declares the resolution invalid or revokes it, the company shall apply to the company registration authority for revocation of the registration of changes.

Chapter 2 Establishment and Organizational Structure of Limited Liability Companies

Section 1 Establishment

Article 23: The establishment of a limited liability company shall meet the following conditions:

（1） The number of shareholders meets the statutory requirement;

（2） All shareholders have subscribed capital in accordance with the provisions of the company's articles of association;

（3） Shareholders jointly formulate the company's articles of association;

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

（5） There is a company address.

Article 24: A limited liability company shall be established with contributions from no more than fifty shareholders.

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

（1） Company name and address;

（2） Business scope of the company;

（3） Registered capital of the company;

（4） The name or title of the shareholder;

（5） The method, amount, and timing of shareholder contributions;

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

（7） The legal representative of the company;

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

Shareholders shall sign and stamp on the company's articles of association.

Article 26: The registered capital of a limited liability company shall be the subscribed capital of all shareholders registered with the company registration authority. Laws, administrative regulations, and decisions of the State Council

If there are other regulations on the paid in registered capital and minimum registered capital of a limited liability company, those regulations shall prevail.

The minimum registered capital of a limited liability company is RMB 30000. If there are relatively high provisions in laws and administrative regulations on the minimum registered capital of a limited liability company, those provisions shall prevail.

Article 27 Shareholders may contribute in monetary form, as well as in the form of tangible goods, intellectual property, land use rights, and other non monetary assets that can be valued in monetary form and transferred in accordance with the law; However, property that cannot be used as capital contribution according to laws and administrative regulations is excluded.

Non monetary assets used as capital should be evaluated and verified for their value, and their value should not be overestimated or underestimated. If there are provisions in laws and administrative regulations regarding the evaluation and valuation, follow those provisions.

Article 28 Shareholders shall timely and fully pay their respective subscribed capital as stipulated in the company's articles of association. Shareholders who make monetary contributions shall deposit the full amount of their monetary contributions into the limited liability company's bank account; Those who contribute non monetary assets shall handle the transfer procedures of their property rights in accordance with the law.

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

Article 29: After the shareholders have fully subscribed to the capital as stipulated in the company's articles of association, the representative designated by all shareholders or the agent jointly entrusted by them shall submit the company registration application, articles of association, capital verification certificate and other documents to the company registration authority to apply for establishment registration.

Article 30: After the establishment of a limited liability company, if it is found that the actual value of non monetary property contributed as capital for the establishment of the company is significantly lower than the value set in the company's articles of association, the shareholder who delivered the capital contribution shall make up the difference; Other shareholders at the time of company establishment shall bear joint and several liability.

Article 31: After the establishment of a limited liability company, a capital contribution certificate shall be issued to the shareholders.

The capital contribution certificate shall specify the following items:

（1） Company name;

（2） Date of establishment of the company;

（3） Registered capital of the company;

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

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

The capital contribution certificate shall be stamped by the company.

Article 32: A limited liability company shall maintain a register of shareholders, which shall record the following matters:

（1） The name and address of the shareholder;

（2） The amount of capital contributed by shareholders;

（3） Certificate of Investment Number.

Shareholders recorded in the shareholder register may exercise their shareholder rights based on the shareholder register.

The company shall register the names of its shareholders with the company registration authority; If there is a change in the registered items, the change registration should be handled. Those who have not been registered or whose registration has been changed shall not be able to confront third parties.

Article 33 Shareholders have the right to review and copy the company's articles of association, minutes of shareholder meetings, resolutions of board meetings, resolutions of supervisory board meetings, and financial and accounting reports.

Shareholders may request access to the company's accounting books. Shareholders who request access to the company's accounting books shall submit a written request to the company, explaining the purpose. If the company has reasonable grounds to believe that shareholders' access to accounting books has improper purposes and may harm the legitimate interests of the company, it may refuse to provide access and shall respond in writing to shareholders within fifteen days from the date of their written request, explaining the reasons. If the company refuses to provide access, shareholders may request the people's court to require the company to provide access.

Article 34 Shareholders shall receive dividends in proportion to their actual capital contributions; When the company increases its capital, shareholders have the right to subscribe for capital in proportion to their actual contributions. However, except for cases where all shareholders agree not to receive dividends according to their contribution ratio or not to subscribe for capital in a priority manner according to their contribution ratio.

Article 35: After the establishment of the company, shareholders shall not withdraw their capital contributions.

Section 2 Organizational Structure

Article 36: The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the governing body of the company and exercises its powers in accordance with this law.

Article 37: The shareholders' meeting shall exercise the following powers:

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

（2） Elect and replace directors and supervisors who are not employee representatives, and decide on matters related to their remuneration;

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

（4） Deliberate and approve the reports of the board of supervisors or supervisors;

（5） Deliberate and approve the company's annual financial budget plan and final accounting plan;

（6） Deliberate and approve the company's profit distribution plan and loss recovery plan;

（7） Make resolutions to increase or decrease the registered capital of the company;

（8） Make resolutions on the issuance of corporate bonds;

（9） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;

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

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

If the shareholders unanimously agree in writing on the matters listed in the preceding paragraph, a shareholders' meeting may not be convened, and a decision may be made directly, and all shareholders shall sign and stamp the decision document.

Article 38: The first shareholders' meeting shall be convened and presided over by the shareholder who has made the largest capital contribution, and shall exercise its powers in accordance with the provisions of this Law.

Article 39: 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 an extraordinary meeting, an extraordinary meeting shall be convened.

Article 4: If a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over 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 is unable or fails to perform his duties, a director elected by more than half of the directors shall preside over the meeting.

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

If the board of directors or executive director is unable or fails to fulfill the duty of convening a shareholders' meeting, the supervisory board or the supervisor of the company without a supervisory board shall convene and preside over the meeting; If the supervisory board or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting on their own.

Article 41: When convening a shareholders' meeting, all shareholders shall be notified fifteen days in advance of the meeting; However, unless otherwise stipulated in the company's articles of association or agreed upon by all shareholders.

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

Article 42: Shareholders shall exercise their voting rights at the shareholders' meeting in proportion to their respective contributions; However, unless otherwise specified in the company's articles of association.

Article 43: The deliberation methods and voting procedures of the shareholders' meeting shall be stipulated in the company's articles of association, except as otherwise provided in this Law.

The resolution of the shareholders' meeting to amend the company's articles of association, increase or decrease the registered capital, as well as the resolution of the company's merger, division, dissolution or change of corporate form, must be passed by shareholders representing more than two-thirds of the voting rights.

Article 44: A limited liability company shall establish a board of directors, which shall consist of three to thirteen members; However, except as otherwise provided in Article 51 of this Law.

A limited liability company established by two or more state-owned enterprises or two or more other state-owned investment entities shall have employee representatives on its board of directors; Other limited liability companies may have employee representatives on their board of directors. The employee representatives in the board of directors are democratically elected by the company's employees through the employee representative assembly, employee assembly, or other forms.

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

Article 45: The term of office of directors shall be stipulated in the company's articles of association, but each term shall not exceed three years. Directors may be re elected upon the expiration of their term of office.

If the term of office of a director expires without timely re-election, or if a director resigns during the term of office, resulting in the number of board members being less than the statutory number, the original director shall still perform the duties of a director in accordance with laws, administrative regulations, and the company's articles of association until the newly elected director takes office.

Article 46: The board of directors is responsible to the shareholders' meeting and exercises the following powers:

（1） Convene a shareholders' meeting and report work to the shareholders' meeting;

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

（3） Deciding on the company's business and investment plans;

（4） Develop the company's annual financial budget plan and final accounting plan;

（5） Develop the company's profit distribution plan and loss recovery plan;

（6） Develop plans for increasing or reducing the registered capital of the company and issuing corporate bonds;

（7） Develop plans for the merger, division, dissolution, or change of corporate form of the company;

（8） Deciding on the establishment of the company's internal management structure;

（9） Deciding on the appointment or dismissal of the company's manager and his/her remuneration, and based on the manager's nomination, deciding on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration;

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

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

Article 47: The board meeting shall be convened and presided over by the chairman of the board; If the chairman is unable or fails to perform his duties, the vice chairman shall convene and preside over the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.

Article 48: The deliberation methods and voting procedures of the board of directors shall be stipulated in the company's articles of association, except as otherwise provided in this Law.

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

The resolution of the board of directors shall be voted on by one person, one vote.

Article 49: 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） Lead the production and operation management of the company, organize the implementation of board resolutions;

（2） Organize and implement the company's annual business plan and investment plan;

（3） Draft a plan for the establishment of the company's internal management structure;

（4） Draft the basic management system of the company;

（5） Develop specific regulations for the company;

（6） Propose to appoint or dismiss the deputy manager and financial officer of the company;

（7） Deciding on the appointment or dismissal of management personnel other than those who should be appointed or dismissed by the board of directors;

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

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

The manager attends the board meeting as a non voting delegate.

Article 50: A limited liability company with fewer shareholders or a smaller scale may have one executive director and no board of directors. The executive director may also serve as the company manager.

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

Article 51: A limited liability company shall establish a board of supervisors, which shall consist of no less than three members. A limited liability company with fewer shareholders or a smaller scale may have one to two supervisors and no supervisory board.

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

The supervisory board shall have one chairman, who shall be elected by a majority of all supervisors. The Chairman of the Supervisory Board convenes and presides over the meetings of the Supervisory Board; If the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors.

Directors and senior management personnel shall not concurrently serve as supervisors.

Article 52: The term of office of the supervisor is three years. Upon the expiration of the term of office of the supervisor, they may be re elected for consecutive terms.

If the term of office of the supervisor expires without timely re-election, or if the resignation of the supervisor during the term of office results in the number of members of the supervisory board being less than the statutory number, the original supervisor shall still perform the duties of the supervisor in accordance with the provisions of laws, administrative regulations, and the company's articles of association before the newly elected supervisor takes office.

Article 53: The board of supervisors and supervisors of companies without a board of supervisors shall exercise the following powers:

（1） Check the company's finances;

（2） Supervise the performance of company duties by directors and senior management personnel, and propose the removal of directors and senior management personnel who violate laws, administrative regulations, company articles of association, or shareholder resolutions;

（3） When the behavior of directors and senior management personnel damages the interests of the company, they are required to rectify it;

（4） Propose to convene an extraordinary shareholders' meeting, and convene and preside over the shareholders' meeting when the board of directors fails to fulfill its duties of convening and presiding over the shareholders' meeting as stipulated in this law;

（5） Submit proposals to the shareholders' meeting;

（6） Initiate litigation against directors and senior management personnel in accordance with Article 152 of this Law;

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

Article 54: Supervisors may attend board meetings as observers and raise questions or suggestions regarding board resolutions.

If the supervisory board or supervisors of a company without a supervisory board discover abnormal business operations, they may conduct an investigation; If necessary, accounting firms can be hired to assist with their work, and the expenses will be borne by the company.

Article 55: The board of supervisors shall convene at least one meeting per year, and supervisors may propose to convene an extraordinary meeting of the board of supervisors.

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

The resolution of the supervisory board shall be passed by more than half of the supervisors.

The supervisory board shall make meeting minutes for the decisions on the matters discussed, and the attending supervisors shall sign the meeting minutes.

Article 56: The expenses necessary for the exercise of powers by the board of supervisors or the supervisors of companies without a board of supervisors shall be borne by the company.

Section 3 Special Provisions for One Person Limited Liability Companies

Article 57: The establishment and organizational structure of a one person limited liability company shall be governed by the provisions of this section; If there are no provisions in this section, the provisions of the first and second sections of this chapter shall apply.

The term 'one person limited liability company' referred to in this law refers to a limited liability company with only one natural person shareholder or one legal person shareholder.

Article 58: A natural person may only invest in the establishment of one sole proprietorship. This one person limited liability company cannot invest in establishing a new one person limited liability company.

Article 59: A one person limited liability company shall indicate in its company registration whether it is wholly owned by a natural person or a legal person, and shall state it in its business license.

Article 60: The articles of association of a one person limited liability company shall be formulated by the shareholders.

Article 61: A one person limited liability company shall not have a shareholders' meeting. When shareholders make decisions listed in the first paragraph of Article 38 of this Law, they shall be in writing and signed by the shareholders before being kept by the company.

Article 62: A one person limited liability company shall prepare financial accounting reports at the end of each fiscal year and have them audited by an accounting firm.

Article 63: If a shareholder of a one person limited liability company cannot prove that the company's assets are independent of their own assets, they shall bear joint and several liability for the company's debts.

Section 4 Special Provisions for State owned Sole Proprietorship Companies

Article 64: The establishment and organizational structure of a wholly state-owned company shall be governed by the provisions of this section; If there are no provisions in this section, the provisions of the first and second sections of this chapter shall apply.

The state-owned sole proprietorship company referred to in this law refers to a limited liability company solely funded by the state and authorized by the State Council or local people's government to perform the duties of the investor through the state-owned assets supervision and management institution of the local people's government.

Article 65: The articles of association of a wholly state-owned company shall be formulated by the state-owned assets supervision and administration authority, or formulated by the board of directors and submitted to the state-owned assets supervision and administration authority for approval.

Article 66: State owned sole proprietorship companies shall not have a shareholders' meeting, and the powers of the shareholders' meeting shall be exercised by the state-owned assets supervision and administration authority. The state-owned assets supervision and administration authority may authorize the board of directors of a company to exercise some of the powers of the shareholders' meeting and decide on major matters of the company, but the merger, division, dissolution, increase or decrease of registered capital, and issuance of corporate bonds of the company must be decided by the state-owned assets supervision and administration authority; Among them, if an important state-owned sole proprietorship company merges, splits, dissolves, or applies for bankruptcy, it shall be reviewed by the state-owned assets supervision and administration agency and submitted to the local people's government for approval.

The important state-owned sole proprietorship referred to in the preceding paragraph shall be determined in accordance with the regulations of the State Council.

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

The members of the board of directors shall be appointed by the state-owned assets supervision and management institution; However, the employee representatives among the board members are elected by the company's employee representative assembly.

The board of directors shall have one chairman and may have a vice chairman. The chairman and vice chairman shall be designated by the state-owned assets supervision and management institution from among the members of the board of directors.

Article 68: 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/her powers in accordance with Article 50 of this Law.

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

Article 69: The chairman, vice chairman, directors, and senior management personnel of a wholly state-owned company shall not hold part-time positions in other limited liability companies, joint stock limited companies, or other economic organizations without the consent of the state-owned assets supervision and administration authority.

Article 70: The supervisory board of a wholly state-owned company shall consist of no less than five members, among whom the proportion of employee representatives shall not be less than one-third, and the specific proportion shall be stipulated in the company's articles of association.

Members of the supervisory board shall be appointed by the state-owned assets supervision and management institution; However, the employee representatives among the members of the supervisory board are elected by the company's employee representative assembly. The chairman of the supervisory board shall be designated by the state-owned assets supervision and administration institution from among the members of the supervisory board.

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

Chapter 3 Equity Transfer of Limited Liability Companies

Article 71 Shareholders of a limited liability company may transfer all or part of their equity to each other.

The transfer of equity by shareholders to persons other than shareholders shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing of the transfer of their equity and seek their consent. If other shareholders fail to respond within 30 days from the date of receiving the written notice, it shall be deemed that they have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the dissenting shareholders shall purchase the transferred equity; Those who do not purchase shall be deemed to have agreed to the transfer.

The equity transferred with the consent of shareholders shall have the right of first refusal for other shareholders under the same conditions. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate and determine their respective purchase ratios; If no agreement can be reached through negotiation, the right of first refusal shall be exercised in accordance with the respective contribution ratios at the time of transfer.

If there are other provisions in the company's articles of association regarding the transfer of equity, those provisions shall prevail.

Article 72: When a people's court transfers the equity of a shareholder in accordance with the compulsory enforcement procedures prescribed by law, it shall notify the company and all shareholders, and other shareholders shall have the right of first refusal under the same conditions. If other shareholders fail to exercise their right of first refusal within 20 days from the date of notification by the people's court, it shall be deemed that they have waived their right of first refusal.

Article 73: After transferring equity in accordance with Articles 72 and 73 of this Law, the company shall cancel the original shareholder's capital contribution certificate, issue a capital contribution certificate to the new shareholder, and accordingly modify the records of shareholders and their capital contributions in the company's articles of association and shareholder register. The amendment to the company's articles of association does not require a vote from the shareholders' meeting.

Article 74: In any of the following circumstances, shareholders who vote against the resolution of the shareholders' meeting may request the company to purchase their equity at a reasonable price:

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

（2） Merger, division, or transfer of major assets of the company;

（3） If the business term stipulated in the company's articles of association expires or other reasons for dissolution stipulated in the articles of association arise, and the shareholders' meeting passes a resolution to amend the articles of association to continue the existence of the company.

If a shareholder and the company cannot reach an equity acquisition agreement within 60 days from the date of the resolution passed at the shareholders' meeting, the shareholder may file a lawsuit with the people's court within 90 days from the date of the resolution passed at the shareholders' meeting.

Article 75: After the death of a natural person shareholder, their legal heirs may inherit the shareholder qualification; However, unless otherwise specified in the company's articles of association.

Chapter 4 Establishment and Organizational Structure of a Limited Liability Company

Section 1 Establishment

Article 76: The establishment of a limited liability company shall meet the following conditions:

（1） The initiators meet the statutory number;

（2） The total amount of subscribed share capital or the total amount of paid up share capital raised by all initiators in accordance with the company's articles of association;

（3） The issuance and preparation of shares comply with legal provisions;

（4） The initiators formulate the company's articles of association, which are established through fundraising and approved by the founding meeting;

（5） Having a company name and establishing an organizational structure that meets the requirements of a limited liability company;

（6） There is a company address.

Article 77: The establishment of a joint stock limited company may be initiated or raised.

Initiating establishment refers to the establishment of a company by the initiators subscribing for all the shares that the company should issue.

Fundraising establishment refers to the establishment of a company by the initiators subscribing for a portion of the shares to be issued by the company, and the remaining shares being publicly offered to the society or offered to specific targets.

Article 78: To establish a joint stock limited company, there shall be no less than two and no more than two hundred initiators, among whom more than half of the initiators must have a domicile within the territory of China.

Article 79: The initiators of a limited liability company shall undertake the preparatory affairs of the company.

The initiators shall sign an initiator agreement to clarify their respective rights and obligations during the establishment process of the company.

Article 80: If a joint stock limited company is established by means of promotion, the registered capital shall be the total amount of share capital subscribed by all initiators registered with the company registration authority. Before the shares subscribed by the initiators are fully paid, no shares may be raised from others.

If a limited liability company is established through fundraising, the registered capital shall be the total amount of paid up share capital registered with the company registration authority.

If there are other provisions in laws, administrative regulations, and decisions of the State Council regarding the paid in registered capital and minimum registered capital of a limited liability company, such provisions shall prevail.

Article 81: The articles of association of a joint stock limited company shall specify the following matters:

（1） Company name and address;

（2） Business scope of the company;

（3） Method of company establishment;

（4） The total number of shares, amount per share, and registered capital of the company;

（5） The name or title of the initiator, the number of shares subscribed, the method and time of capital contribution;

（6） The composition, powers, and rules of procedure of the board of directors;

（7） The legal representative of the company;

（8） The composition, powers, and rules of procedure of the supervisory board;

（9） Company profit distribution method;

（10） Reasons for dissolution and liquidation methods of the company;

（11） The company's notification and announcement methods;

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

Article 82: The contribution method of the initiators shall be subject to the provisions of Article 27 of this Law.

Article 83: If a joint stock limited company is established by means of promotion, the initiators shall subscribe in writing for the full number of shares as stipulated in the company's articles of association and make capital contributions in accordance with the provisions of the company's articles of association. Those who contribute non monetary assets shall handle the transfer procedures of their property rights in accordance with the law.

If the initiator fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, they shall bear the liability for breach of contract in accordance with the initiator agreement.

After the initiators have fully subscribed to the capital as stipulated in the company's articles of association, they shall elect a board of directors and a board of supervisors. The board of directors shall submit the company's articles of association and other documents required by laws and administrative regulations to the company registration authority to apply for establishment registration.

Article 84: If a joint stock limited company is established through public offering, the shares subscribed by the initiators shall not be less than 35% of the total number of shares of the company; However, if there are other provisions in laws and administrative regulations, they shall prevail.

Article 85: When the initiators publicly offer shares to the public, they must publish a prospectus and prepare a subscription form. The subscription form shall specify the matters listed in Article 87 of this Law, and the subscriber shall fill in the number of subscribed shares, amount, and address, and sign and stamp it. The subscriber shall pay the subscription fee according to the number of shares subscribed.

Article 86: The prospectus shall be accompanied by the articles of association formulated by the initiators, and shall specify the following matters:

（1） The number of shares subscribed by the initiator;

（2） The face value and issue price per share;

（3） The total number of anonymous stock issuances;

（4） The purpose of raising funds;

（5） Rights and obligations of subscribers;

（6） The start and end dates of this stock offering, as well as the statement that subscribers may withdraw their subscribed shares if the subscription is not fully raised by the deadline.

Article 87: When the initiators publicly offer shares to the public, they shall be underwritten by a securities company established in accordance with the law and sign an underwriting agreement.

Article 88: When the initiators publicly offer shares to the public, they shall sign an agreement with the bank for the collection of share proceeds.

The bank responsible for collecting stock payments shall collect and store the stock payments in accordance with the agreement, issue payment receipts to the subscribers who have paid the stock payments, and have the obligation to issue payment certificates to relevant departments.

Article 89: After the full payment of the proceeds from the issuance of shares, it must be verified by a legally established capital verification institution and a certificate must be issued. The initiators shall preside over the company's founding meeting within 30 days from the date of full payment of the share capital. The founding meeting is composed of initiators and subscribers.

If the issued shares have not been fully subscribed by the deadline specified in the prospectus, or if the initiators fail to convene the founding meeting within 30 days after the full payment of the issued shares, the subscribers may demand the initiators to return the subscribed shares plus bank deposit interest for the same period.

Article 90: The initiators shall notify each subscriber of the date of the founding meeting or make an announcement fifteen days before the meeting is held. The founding meeting shall be attended by initiators and subscribers representing more than half of the total number of shares.

The founding meeting shall exercise the following powers:

（1） Deliberate the initiator's report on the company's preparation status;

（2） By adopting the company's articles of association;

（3） Election of board members;

（4） Election of members of the supervisory board;

（5） Review the establishment expenses of the company;

（6） Review the valuation of the assets used by the initiators as collateral for stock payments;

（7） If force majeure or significant changes in operating conditions directly affect the establishment of the company, a resolution may be made not to establish the company.

A resolution on the matters listed in the preceding paragraph must be passed by a majority of the voting rights held by the subscribers present at the founding meeting.

Article 91: After the initiators and subscribers have paid the share capital or delivered the capital contribution as collateral for the share capital, they shall not withdraw their share capital except in the case of failure to fully raise the shares on time, failure of the initiators to convene the founding meeting on time, or failure to establish the company by a resolution of the founding meeting.

Article 92: The board of directors shall submit the following documents to the company registration authority within 30 days after the conclusion of the founding meeting to apply for establishment registration:

（1） Application for Company Registration;

（2） Minutes of the founding meeting;

（3） Company Articles of Association;

（4） Capital verification certificate;

（5） The appointment documents and identity certificates of the legal representative, directors, and supervisors;

（6） The legal person qualification certificate or natural person identity certificate of the initiator;

（7） Proof of company domicile.

If a limited liability company is established through fundraising and publicly issues stocks, it shall also submit an approval document from the securities regulatory authority under the State Council to the company registration authority.

Article 93: If the initiators of a joint stock limited company fail to fully pay their capital contributions in accordance with the provisions of the company's articles of association after its establishment, they shall make up the payment; Other initiators shall bear joint and several liability.

After the establishment of a limited liability company, if it is found that the actual value of non monetary assets contributed as capital for the establishment of the company is significantly lower than the value set in the company's articles of association, the initiator who delivered the capital contribution shall make up the difference; Other initiators shall bear joint and several liability.

Article 94: The initiators of a limited liability company shall bear the following responsibilities:

（1） When the company cannot be established, it shall bear joint and several liability for the debts and expenses incurred by the establishment;

（2） When the company cannot be established, the joint and several liability shall be borne for the return of the stock funds already paid by the subscribers and the calculation of bank deposit interest for the same period;

（3） In the process of establishing a company, if the interests of the company are damaged due to the negligence of the initiators, the company shall be liable for compensation.

Article 95: When a limited liability company is transformed into a joint stock limited company, the total amount of paid in share capital converted shall not exceed the net assets of the company. When a limited liability company changes to a joint stock limited company and publicly issues shares to increase capital, it shall be handled in accordance with the law.

Article 96: A joint stock limited company shall keep its articles of association, shareholder register, corporate bond stubs, minutes of shareholders' meetings, minutes of board meetings, minutes of supervisory board meetings, and financial and accounting reports at the company.

Article 97 Shareholders have the right to review the company's articles of association, shareholder register, corporate bond stubs, minutes of shareholders' meetings, resolutions of the board of directors, resolutions of the supervisory board, financial and accounting reports, and to make suggestions or inquiries about the company's operations.

Section 2 Shareholders' Meeting

Article 98: The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the governing body of the company and exercises its powers in accordance with this law.

Article 99: The provisions of the first paragraph of Article 38 of this Law regarding the powers of the shareholders' meeting of a limited liability company shall apply to the shareholders' meeting of a joint stock limited company.

Article 100: The shareholders' meeting shall convene an annual meeting once a year. In any of the following circumstances, an extraordinary general meeting of shareholders shall be convened within two months:

（1） When the number of directors is less than two-thirds of the number stipulated in this law or the number stipulated in the company's articles of association;

（2） When the company's unrecovered losses reach one-third of the total paid up share capital;

（3） When shareholders who individually or collectively hold more than 10% of the company's shares request it;

（4） When deemed necessary by the board of directors;

（5） When the supervisory board proposes to convene;

（6） Other circumstances stipulated in the company's articles of association.

Article 101: The shareholders' meeting shall be convened by the board of directors and presided over 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 is unable or fails to perform his duties, a director elected by more than half of the directors shall preside over the meeting.

If the board of directors is unable or fails to fulfill its duty of convening the shareholders' meeting, the supervisory board shall promptly convene and preside over it; If the supervisory board does not convene and preside over the meeting, shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over the meeting on their own.

Article 102: When convening a shareholders' meeting, the time, place, and matters to be discussed shall be notified to all shareholders twenty days before the meeting is held; The extraordinary general meeting of shareholders shall notify all shareholders fifteen days before the meeting is held; Those who issue anonymous stocks shall

Shareholders who individually or collectively hold more than 3% of the company's shares may submit an extraordinary proposal in writing to the board of directors ten days before the shareholders' meeting; The board of directors shall notify other shareholders within two days after receiving the proposal and submit the temporary proposal to the shareholders' meeting for review. The content of temporary proposals should fall within the scope of the powers of the shareholders' meeting, and have clear agenda items and specific resolution matters.

The shareholders' meeting shall not make resolutions on matters not listed in the preceding two notices.

If anonymous stockholders attend the shareholders' meeting, they shall deposit their stocks with the company five days before the meeting is held and at the end of the meeting.

Article 103: Shareholders attending the shareholders' meeting shall have one voting right for each share they hold. However, the shares held by the company do not have voting rights.

The resolution of the shareholders' meeting must be passed by a majority of the voting rights held by the attending shareholders. However, resolutions made by the shareholders' meeting to amend the company's articles of association, increase or decrease registered capital, as well as resolutions to merge, split, dissolve or change the company's form, must be passed by more than two-thirds of the voting rights held by the attending shareholders.

Article 104: If this Law and the company's articles of association stipulate that the transfer or acquisition of major assets or the provision of guarantees by the company must be resolved by the shareholders' meeting, the board of directors shall promptly convene a shareholders' meeting, and the shareholders' meeting shall vote on the above-mentioned matters.

Article 105: The election of directors and supervisors by the shareholders' meeting may be conducted in accordance with the provisions of the company's articles of association or the resolutions of the shareholders' meeting, and shall adopt a cumulative voting system.

The cumulative voting system referred to in this Law means that when electing directors or supervisors at the shareholders' meeting, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used collectively.

Article 106 Shareholders may appoint agents to attend the shareholders' meeting, and the agents shall submit a shareholder authorization letter to the company and exercise voting rights within the authorized scope.

Article 107: The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the chairman and attending directors shall sign the minutes. The meeting minutes shall be kept together with the signature register of attending shareholders and the power of attorney for proxy attendance.

Section 3: Board of Directors and Managers

Article 108: A limited liability company shall establish a board of directors, which shall consist of five to nineteen members.

There may be company employee representatives among the members of the board of directors. The employee representatives in the board of directors are democratically elected by the company's employees through the employee representative assembly, employee assembly, or other forms.

The provisions of Article 46 of this Law regarding the term of office of directors of a limited liability company shall apply to directors of a joint stock limited company.

The provisions of Article 47 of this Law on the powers of the board of directors of a limited liability company shall apply to the board of directors of a joint stock limited company.

Article 109: The board of directors shall have one chairman and may have a vice chairman. The chairman and vice chairman are elected by the board of directors with a majority vote of all directors.

The chairman convenes and presides over board meetings to inspect the implementation of board resolutions. The vice chairman assists the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman is unable or fails to perform his duties, a director shall be jointly elected by more than half of the directors to perform his duties.

Article 110: The board of directors shall convene at least two meetings per year, and shall notify all directors and supervisors ten days in advance of each meeting.

Shareholders representing more than one tenth of the voting rights, one-third or more of the directors, or the supervisory board may propose to convene an extraordinary meeting of the board of directors. The chairman shall convene and preside over the board meeting within ten days after receiving the proposal.

The board of directors may convene an extraordinary meeting and determine the notification method and time limit for convening the board of directors.

Article 111: A board meeting shall be held only when more than half of the directors are present. A resolution made by the board of directors must be passed by a majority of all directors.

The resolution of the board of directors shall be voted on by one person, one vote.

Article 112: Board meetings shall be attended by the directors themselves; If a director is unable to attend for any reason, they may authorize another director in writing to attend on their behalf, and the authorization scope should be specified in the power of attorney.

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

Directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations, the company's articles of association, or the resolution of the shareholders' meeting, resulting in serious losses to the company, the directors who participated in the resolution shall be liable for compensation to the company. But if it is proven that the director has expressed objections during the voting and recorded them in the meeting minutes, the director may be exempted from liability.

Article 113: A joint stock limited company shall have a manager, who shall be appointed or dismissed by the board of directors.

The provisions of Article 50 of this Law on the powers of the manager of a limited liability company shall apply to the manager of a joint stock limited company.

Article 114: The board of directors of a company may decide that a member of the board of directors shall also serve as the manager.

Article 115: The company shall not directly or through its subsidiaries provide loans to directors, supervisors, or senior management personnel.

Article 116: The company shall regularly disclose to shareholders the remuneration received by directors, supervisors, and senior management personnel from the company.

Section 4: Supervisory Board

Article 117: A joint stock limited company shall establish a board of supervisors, which shall consist of no less than three members.

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

The supervisory board shall have one chairman and may have a vice chairman. The chairman and vice chairman of the supervisory board are elected by a majority of all supervisors. The Chairman of the Supervisory Board convenes and presides over the meetings of the Supervisory Board; If the chairman of the supervisory board is unable or fails to perform his duties, the vice chairman of the supervisory board shall convene and preside over the supervisory board meeting; If the Vice Chairman of the Board of Supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting of the Board of Supervisors.

Directors and senior management personnel shall not concurrently serve as supervisors.

The provisions of Article 53 of this Law regarding the term of office of supervisors of limited liability companies shall apply to supervisors of joint stock limited companies.

Article 118: The provisions of Articles 54 and 55 of this Law regarding the powers of the board of supervisors of a limited liability company shall apply to the board of supervisors of a joint stock limited company.

The necessary expenses for the supervisory board to exercise its powers shall be borne by the company.

Article 119: The supervisory board shall convene at least one meeting every six months. The supervisor may propose to convene an extraordinary meeting of the supervisory board.

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

The resolution of the supervisory board shall be passed by more than half of the supervisors.

The supervisory board shall make meeting minutes for the decisions on the matters discussed, and the attending supervisors shall sign the meeting minutes.

Section 5 Special Provisions on the Organizational Structure of Listed Companies

Article 120: The term "listed company" referred to in this Law refers to a limited liability company whose stocks are listed and traded on a stock exchange.

Article 121: If a listed company purchases or sells significant assets or guarantees an amount exceeding 30% of the total assets of the company within one year, a resolution shall be made by the shareholders' meeting and passed by more than two-thirds of the voting rights held by the attending shareholders.

Article 122: Listed companies shall establish independent directors, and the specific measures shall be formulated by the State Council.

Article 123: A listed company shall establish a secretary of the board of directors, who shall be responsible for the preparation of the company's shareholders' meeting and board meeting, document storage, management of company shareholder information, handling information disclosure affairs, and other matters.

The board meeting can be held with the attendance of more than half of the unrelated directors, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the board meeting is less than three, the matter should be submitted to the shareholders' meeting of the listed company for review.

Chapter 5: Issuance and Transfer of Shares of a Limited Liability Company

Section 1 Share Issuance

Article 125: The capital of a joint stock limited company is divided into shares, and the amount of each share is equal.

The company's shares are in the form of stocks. Stocks are certificates issued by a company to prove the shares held by shareholders.

Article 126: The issuance of shares shall be based on the principles of fairness and impartiality, and each share of the same class shall have equal rights.

Stocks of the same type issued at the same time shall have the same issuance conditions and price per share; Any unit or individual subscribing to shares shall pay the same price per share.

Article 127: The issuance price of stocks may be based on the face value, or may exceed the face value, but shall not be lower than the face value.

Article 128: Stocks shall be in paper form or other forms prescribed by the securities regulatory authority under the State Council.

Stocks should specify the following main items:

（1） Company name;

（2） Date of establishment of the company;

（3） Type of stock, face value, and number of represented shares;

（4） The stock code.

Stocks shall be signed by the legal representative and stamped by the company.

The stocks of the initiators shall be labeled with the words' initiator's stocks'.

Article 129: The stocks issued by a company may be registered stocks or anonymous stocks.

The stocks issued by the company to the initiators or legal persons shall be registered stocks, and the name or title of the initiators or legal persons shall be recorded, and no other account name or representative name shall be established.

Article 130: If a company issues registered stocks, it shall prepare a shareholder register, which shall record the following items:

（1） The name and address of the shareholder;

（2） The number of shares held by each shareholder;

（3） The serial numbers of the stocks held by each shareholder;

（4） The date on which each shareholder acquires shares.

For the issuance of anonymous stocks, the company shall record the number, serial number, and issuance date of the stocks.

Article 131: The State Council may make separate regulations on the issuance of other types of shares by companies other than those provided for in this Law.

Article 132: After the establishment of a limited liability company, it shall formally deliver its stocks to the shareholders. Before the establishment of the company, it is not allowed to deliver stocks to shareholders.

Article 133: When a company issues new shares, the shareholders' meeting shall make resolutions on the following matters:

（1） Types and amounts of new shares;

（2） New stock issuance price;

（3） The start and end dates of new stock issuance;

（4） The types and amounts of new shares issued to existing shareholders.

Article 134: When a company is approved by the securities regulatory authority under the State Council to publicly issue new shares, it must announce the new share prospectus and financial accounting reports, and prepare subscription forms.

The provisions of Articles 85 and 89 of this Law apply to the public issuance of new shares by companies.

Article 135: When a company issues new shares, its pricing plan may be determined based on the company's operating and financial conditions.

Article 136: After a company issues new shares and raises sufficient funds, it must apply for change registration with the company registration authority and make a public announcement.

Section 2 Share Transfer

Article 137: The shares held by shareholders may be transferred in accordance with the law.

Article 138: Shareholders transferring their shares shall do so at a legally established securities exchange or in accordance with other methods prescribed by the State Council.

Article 139: Registered stocks shall be transferred by shareholders through endorsement or other means prescribed by laws and administrative regulations; After the transfer, the company shall record the name and address of the transferee in the shareholder register.

Within 20 days before the convening of the shareholders' meeting or within 5 days before the benchmark date for the company to decide on dividend distribution, no changes to the shareholder register as stipulated in the preceding paragraph shall be registered. However, if there are other provisions in the law regarding the registration of changes in the shareholder register of listed companies, those provisions shall prevail.

Article 141: The transfer of bearer shares shall become effective upon the shareholder delivering the shares to the transferee.

Article 141: The shares of the company held by the initiators shall not be transferred within one year from the date of establishment of the company. The shares issued by the company before the public offering of shares shall not be transferred within one year from the date of listing and trading of the company's stocks on the stock exchange.

Directors, supervisors, and senior management personnel of the company shall declare their holdings and changes in the company's shares to the company. During their tenure, the number of shares transferred each year shall not exceed 25% of the total number of shares held by them in the company; The shares held by the company shall not be transferred within one year from the date of the company's stock listing and trading. The above-mentioned personnel shall not transfer their shares in the company within six months after resignation. The articles of association may make other restrictive provisions on the transfer of shares held by directors, supervisors, and senior management of the company.

Article 142: The company shall not acquire its own shares. However, except for any of the following situations:

（1） Reduce the registered capital of the company;

（2） Merge with other companies holding shares in the company;

（3） Award shares to employees of the company;

（4） Shareholders who hold objections to the merger or division resolution made by the shareholders' meeting and request the company to acquire their shares.

If the company acquires its own shares due to the reasons mentioned in items (1) to (3) of the preceding paragraph, it shall be subject to a resolution of the shareholders' meeting. If the company acquires its own shares in accordance with the provisions of the preceding paragraph and falls under the circumstances of item (1), it shall cancel the shares within ten days from the date of acquisition; If it falls under the second or fourth category, it shall be transferred or cancelled within six months.

The shares of the company acquired by the company in accordance with the provisions of the first paragraph (3) shall not exceed 5% of the total issued shares of the company; The funds used for acquisition should be disbursed from the company's after tax profits; The acquired shares shall be transferred to the employees within one year.

The company shall not accept its own stocks as the subject matter of pledge rights.

Article 143: If a registered stock is stolen, lost or destroyed, the shareholder may request the people's court to declare the stock invalid in accordance with the public notice procedure stipulated in the Civil Procedure Law of the People's Republic of China. After the people's court declares the stock invalid, shareholders can apply to the company for a reissue of the stock.

Article 144: Stocks of listed companies shall be listed and traded in accordance with relevant laws, administrative regulations, and securities exchange trading rules.

Article 145: Listed companies must disclose their financial status, operating conditions, and major litigation in accordance with laws and administrative regulations, and publish financial and accounting reports semi annually within each fiscal year.

Chapter 6 Qualifications and Obligations of Company Directors, Supervisors, and Senior Management Personnel

Article 146: Those who fall under any of the following circumstances shall not serve as directors, supervisors, or senior management personnel of the company:

（1） No capacity for civil conduct or limited capacity for civil conduct;

（2） Sentenced to criminal punishment for corruption, bribery, embezzlement of property, misappropriation of property, or disruption of the socialist market economy order, with less than five years of execution, or deprived of political rights for a crime, with less than five years of execution;

（3） If a director, factory director, or manager of a company or enterprise that has undergone bankruptcy liquidation bears personal responsibility for the bankruptcy of the company or enterprise, and the period from the completion of the bankruptcy liquidation of the company or enterprise has not exceeded three years;

（4） Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close down due to illegal activities, and bearing personal responsibility, within three years from the date of revocation of the company or enterprise's business license;

（5） The individual has a significant amount of debt that has not been fully repaid upon maturity.

If a company violates the provisions of the preceding paragraph by electing, appointing directors, supervisors, or hiring senior management personnel, such election, appointment, or hiring shall be invalid.

If directors, supervisors, or senior management personnel encounter the situations listed in the first paragraph of this article during their tenure, the company shall dismiss them from their positions.

Article 147: Directors, supervisors, and senior management personnel shall comply with laws, administrative regulations, and the company's articles of association, and shall have a duty of loyalty and diligence towards the company.

Directors, supervisors, and senior management personnel shall not use their powers to accept bribes or other illegal income, nor shall they embezzle company property.

Article 148: Directors and senior management personnel shall not engage in the following behaviors:

（1） Embezzlement of company funds;

（2） Deposit company funds in personal or other personal accounts;

（3） Violating the provisions of the company's articles of association by lending company funds to others or providing guarantees for others with company property without the consent of the shareholders' meeting, shareholders' general meeting, or board of directors;

（4） Violating the provisions of the company's articles of association or entering into contracts or transactions with the company without the consent of the shareholders' meeting or general meeting;

（5） Without the consent of the shareholders' meeting or the general meeting of shareholders, taking advantage of one's position to seek business opportunities belonging to the company for oneself or others, engaging in self operated or operated businesses similar to those of the company for which one is employed;

（6） Accepting commissions from transactions between others and the company as one's own;

（7） Unauthorized disclosure of company secrets;

（8） Other behaviors that violate the duty of loyalty to the company.

The income obtained by directors and senior management personnel in violation of the provisions of the preceding paragraph shall belong to the company.

Article 149: Directors, supervisors, and senior management personnel who violate laws, administrative regulations, or the company's articles of association while performing their duties and cause losses to the company shall be liable for compensation.

Article 150: If the shareholders' meeting or general meeting requires directors, supervisors, and senior management personnel to attend the meeting as observers, they shall attend and accept inquiries from shareholders.

Directors and senior management personnel shall truthfully provide relevant information and materials to the board of supervisors or the supervisors of a limited liability company without a board of supervisors, and shall not hinder the board of supervisors or supervisors from exercising their powers.

Article 151: If a director or senior management personnel falls under the circumstances specified in Article 150 of this Law, shareholders of a limited liability company or shareholders of a joint stock limited company who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing that the board of supervisors or the supervisors of a limited liability company without a board of supervisors file a lawsuit with the people's court; If the supervisor falls under the circumstances stipulated in Article 150 of this Law, the aforementioned shareholders may request in writing that the board of directors or the executive director of a limited liability company without a board of directors file a lawsuit with the people's court.

If the board of supervisors, supervisors of a limited liability company without a board of supervisors, or the board of directors or executive directors refuse to file a lawsuit after receiving a written request from a shareholder as stipulated in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receiving the request, or if the situation is urgent and failure to file a lawsuit immediately would cause irreparable damage to the interests of the company, the shareholder as stipulated in the preceding paragraph has the right to file a lawsuit directly in their own name to the people's court for the benefit of the company.

If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit with the people's court in accordance with the provisions of the preceding two paragraphs.

Article 152: If directors or senior management personnel violate laws, administrative regulations, or the company's articles of association and harm the interests of shareholders, shareholders may bring a lawsuit to the people's court.

Chapter 7 Corporate Bonds

Article 153: Corporate bonds referred to in this Law refer to securities issued by a company in accordance with legal procedures and agreed upon to repay principal and interest within a certain period of time.

The issuance of corporate bonds by a company shall comply with the issuance conditions stipulated in the Securities Law of the People's Republic of China.

Article 154: After the application for issuing corporate bonds is approved by the department authorized by the State Council, the method for raising corporate bonds shall be announced.

The methods for raising corporate bonds shall specify the following main matters:

（1） Company name;

（2） The purpose of raising funds through bonds;

（3） The total amount of bonds and the face value of the bonds;

（4） The method of determining bond interest rates;

（5） The deadline and method for repaying principal and interest;

（6） Bond guarantee situation;

（7） The issuance price and start and end dates of bonds;

（8） Net assets of the company;

（9） The total amount of corporate bonds issued but not yet due;

（10） Underwriting institutions for corporate bonds.

Article 155: If a company issues corporate bonds in the form of physical bonds, it must indicate the company name, face value, interest rate, repayment period, and other details on the bonds, and have them signed by the legal representative and stamped by the company.

Article 156: Corporate bonds may be registered bonds or bearer bonds.

Article 157: Companies issuing corporate bonds shall prepare a corporate bond stub book.

For the issuance of registered corporate bonds, the following items shall be recorded on the corporate bond stub:

（1） The name and address of the bondholder;

（2） The date on which the bondholder acquires the bond and the bond number;

（3） The total amount of bonds, the face value, interest rate, repayment period and method of principal and interest of the bonds;

（4） The issuance date of the bond.

For the issuance of anonymous corporate bonds, the total amount of bonds, interest rate, repayment period and method, issuance date, and bond number shall be recorded on the corporate bond stub book.

Article 158: The registration and settlement institution for registered corporate bonds shall establish relevant systems for bond registration, custody, interest payment, and redemption.

Article 159: Corporate bonds may be transferred, and the transfer price shall be agreed upon by the transferor and the transferee.

Corporate bonds listed and traded on the stock exchange shall be transferred in accordance with the trading rules of the stock exchange.

Article 160: Registered corporate bonds shall be transferred by bondholders through endorsement or other means prescribed by laws and administrative regulations; After the transfer, the company shall record the name and address of the transferee in the corporate bond stub book.

The transfer of anonymous corporate bonds shall become effective upon the bondholder delivering the bonds to the transferee.

Article 161: A listed company may issue corporate bonds convertible into stocks by resolution of the shareholders' meeting, and specific conversion methods shall be stipulated in the company's bond issuance plan. The issuance of convertible corporate bonds by listed companies shall be subject to approval by the securities regulatory authority under the State Council.

When issuing convertible corporate bonds, the words "convertible corporate bonds" shall be indicated on the bonds, and the amount of convertible corporate bonds shall be recorded in the corporate bond stub book.

Article 162: When issuing convertible corporate bonds, the company shall issue stocks to bondholders in accordance with its conversion method, but bondholders have the option to convert or not convert stocks.

Chapter 8: Corporate Finance and Accounting

Article 163: The company shall establish its own financial and accounting system in accordance with laws, administrative regulations, and the provisions of the financial department of the State Council.

Article 164: The company shall prepare financial accounting reports at the end of each fiscal year and have them audited by an accounting firm in accordance with the law.

Financial accounting reports shall be prepared in accordance with laws, administrative regulations, and the provisions of the finance department of the State Council.

Article 165: A limited liability company shall submit its financial and accounting reports to each shareholder within the time limit specified in its articles of association.

The financial and accounting reports of a limited liability company shall be made available for shareholders to review at the company twenty days prior to the annual general meeting of shareholders; A limited liability company that publicly issues stocks must announce its financial and accounting reports.

Article 166: When a company distributes its after tax profits for the current year, it shall allocate 10% of the profits to the company's statutory reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the registered capital, it may not be withdrawn.

If the statutory reserve fund of the company is insufficient to make up for the losses of previous years, the current year's profits should be used to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.

After extracting the statutory reserve fund from the after tax profits, the company may also extract any reserve fund from the after tax profits through a resolution of the shareholders' meeting or general meeting.

The remaining after tax profits of the company after making up for losses and withdrawing provident fund shall be distributed by the limited liability company in accordance with the provisions of Article 35 of this Law; A limited liability company distributes shares according to the proportion of shares held by shareholders, except for those that are not distributed according to the shareholding ratio as stipulated in the articles of association of the limited liability company.

If the shareholders' meeting, shareholders' general meeting or board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws statutory reserves, shareholders must return the profits distributed in violation of regulations to the company.

The shares held by the company are not eligible for profit distribution.

Article 167: The premium received by a joint stock limited company from issuing shares at a price exceeding the face value of the shares, as well as other income designated by the financial department of the State Council to be included in the capital reserve fund, shall be included in the company's capital reserve fund.

Article 168: The company's reserve fund shall be used to make up for the company's losses, expand the company's production and operation, or be converted into an increase in the company's capital. However, the capital reserve fund shall not be used to make up for the company's losses.

When the statutory reserve fund is converted into capital, the retained reserve fund shall not be less than 25% of the registered capital of the company before the conversion.

Article 169: The appointment or dismissal of accounting firms to undertake the company's audit business shall be decided by the shareholders' meeting, shareholders' general meeting, or board of directors in accordance with the provisions of the company's articles of association.

When the shareholders' meeting, general meeting or board of directors of a company votes on the dismissal of an accounting firm, the accounting firm shall be allowed to express its opinions.

Article 170: The company shall provide the hired accounting firm with true and complete accounting vouchers, accounting books, financial accounting reports, and other accounting materials, and shall not refuse, conceal, or falsify them.

Article 171: A company shall not establish any accounting books other than those prescribed by law.

No personal account shall be opened to store company assets.

Chapter 9: Merger, Division, Capital Increase, and Reduction of Companies

Article 172: Company mergers can be carried out through absorption mergers or new establishment mergers.

A company that absorbs other companies is called a merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is called a new merger, and the merging parties are dissolved.

Article 173: When a company merges, the merging parties shall sign a merger agreement and prepare a balance sheet and property inventory. The company shall notify creditors within ten days from the date of making the merger resolution and publish an announcement in newspapers within thirty days. Creditors may request the company to repay its debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice.

Article 174: When a company merges, the creditor's rights and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.

Article 175: When a company is divided, its assets shall be divided accordingly.

When a company separates, it shall prepare a balance sheet and an inventory of assets. The company shall notify its creditors within ten days from the date of making the separation resolution and publish an announcement in newspapers within thirty days.

Article 176: The debts of a company before its division shall be jointly and severally liable by the company after its division. However, unless otherwise agreed upon in a written agreement between the company and its creditors regarding debt repayment prior to the division.

Article 177: When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.

The company shall notify creditors within ten days from the date of making the resolution to reduce registered capital, and publish an announcement in newspapers within thirty days. Creditors have the right to demand the company to repay its debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice.

Article 178: When a limited liability company increases its registered capital, the contribution of the newly added capital subscribed by shareholders shall be executed in accordance with the relevant provisions of this Law on the payment of contributions for the establishment of a limited liability company.

When a limited liability company issues new shares to increase its registered capital, shareholders who subscribe to the new shares shall comply with the relevant provisions of this Law on the payment of share capital for the establishment of a limited liability company.

Article 179: In the event of a merger or division of a company and a change in registered items, the company shall register the change with the company registration authority in accordance with the law; If the company is dissolved, it shall handle the cancellation registration of the company in accordance with the law; For the establishment of a new company, the company registration shall be handled in accordance with the law.

When a company increases or decreases its registered capital, it shall handle the change registration with the company registration authority in accordance with the law.

Chapter 10: Dissolution and Liquidation of the Company

Article 180: The company shall be dissolved for the following reasons:

（1） The business term stipulated in the company's articles of association expires or other reasons for dissolution stipulated in the company's articles of association occur;

（2） The shareholders' meeting or general meeting of shareholders resolves to dissolve the company;

（3） Dissolution is required due to company merger or division;

（4） Revocation of business license, order to close down or revocation in accordance with the law;

（5） The people's court shall dissolve it in accordance with Article 183 of this Law.

Article 181: If a company falls under the circumstances specified in Article 181 (1) of this Law, it may continue to exist by amending its articles of association.

According to the provisions of the preceding paragraph, the amendment of the articles of association of a limited liability company must be approved by shareholders holding more than two-thirds of the voting rights, and a joint stock limited company must be approved by shareholders holding more than two-thirds of the voting rights present at the shareholders' meeting.

Article 182: If a company encounters serious difficulties in its operation and management, and continuing to exist would cause significant losses to the interests of shareholders that cannot be resolved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.

Article 183: If a company is dissolved due to the provisions of Article 181, paragraphs (1), (2), (4), and (5) of this Law, a liquidation group shall be established within 15 days from the date of the occurrence of the cause of dissolution to commence liquidation. The liquidation team of a limited liability company is composed of shareholders, while the liquidation team of a joint stock limited company is composed of directors or personnel determined by the shareholders' meeting. If a liquidation team is not established within the deadline for liquidation, creditors may apply to the people's court to designate relevant personnel to form a liquidation team for liquidation. The people's court shall accept the application and promptly organize a liquidation team to carry out liquidation.

Article 184: The liquidation team shall exercise the following powers during the liquidation period:

（1） Clean up the company's assets and prepare separate balance sheets and property lists;

（2） Notify and announce creditors;

（3） Handle and liquidate the unfinished business of the company;

（4） Pay off outstanding taxes and taxes incurred during the liquidation process;

（5） Clean up creditor's rights and debts;

（6） Handle the remaining assets of the company after settling its debts;

（7） Representing the company in civil litigation activities.

Article 185: The liquidation team shall notify creditors within ten days from the date of its establishment and publish a notice in newspapers within sixty days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice.

Creditors who declare their claims shall explain the relevant matters of their claims and provide supporting materials. The liquidation team shall register the creditor's rights.

During the period of applying for creditor's rights, the liquidation team shall not make any repayment to the creditors.

Article 186: After clearing the company's assets, preparing the balance sheet and property inventory, the liquidation team shall formulate a liquidation plan and submit it to the shareholders' meeting, shareholders' general meeting or the people's court for confirmation.

The remaining assets of the company after paying liquidation expenses, employee salaries, social insurance premiums, and statutory compensation, paying outstanding taxes, and repaying company debts shall be distributed according to the proportion of shareholders' contributions in a limited liability company, and according to the proportion of shares held by shareholders in a joint stock limited company.

During the liquidation period, the company shall continue to exist, but shall not engage in any business activities unrelated to the liquidation. The company's assets shall not be distributed to shareholders until they have been settled in accordance with the provisions of the preceding paragraph.

Article 187: If the liquidation team finds that the company's assets are insufficient to repay its debts after clearing the company's assets, preparing the balance sheet and property inventory, it shall apply to the people's court for bankruptcy declaration in accordance with the law.

After the company is declared bankrupt by the people's court, the liquidation team shall transfer the liquidation affairs to the people's court.

Article 188 After the liquidation of a company is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting, shareholders' general meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of the company registration and announce the termination of the company.

Article 189: Members of the liquidation team shall be loyal to their duties and fulfill their liquidation obligations in accordance with the law.

Members of the liquidation team shall not use their powers to accept bribes or other illegal income, nor shall they embezzle company property.

If a member of the liquidation team causes losses to the company or creditors due to intentional or gross negligence, they shall be liable for compensation.

Article 190: If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with relevant laws on enterprise bankruptcy.

Chapter 11: Branches of Foreign Companies

Article 191: Foreign companies referred to in this Law refer to companies established outside of China in accordance with foreign laws.

Article 192: Foreign companies that establish branch offices within the territory of China must apply to the competent Chinese authorities and submit relevant documents such as their articles of association and the company registration certificate of their country of origin. After approval, they shall register with the company registration authority in accordance with the law and obtain a business license.

The approval procedures for branch offices of foreign companies shall be separately formulated by the State Council.

Article 193: When a foreign company establishes a branch within the territory of China, it must designate a representative or agent responsible for the branch within the territory of China and allocate funds to the branch that are appropriate for its business activities.

If a minimum limit is required for the operating funds of foreign company branches, it shall be separately stipulated by the State Council.

Article 194: Branches of foreign companies shall indicate the nationality and form of responsibility of the foreign company in their names.

The branch offices of foreign companies shall keep the articles of association of the foreign company in their own offices.

Article 195: Branches established by foreign companies within the territory of China do not have Chinese legal person status.

Foreign companies shall bear civil liability for their branches conducting business activities within the territory of China.

Article 196: Branches of foreign companies established with approval that engage in business activities within the territory of China must comply with Chinese laws and shall not harm China's social and public interests. Their legitimate rights and interests are protected by Chinese laws.

Article 197: When a foreign company revokes its branch in China, it must repay its debts in accordance with the law and carry out liquidation in accordance with the relevant provisions of this Law on company liquidation procedures. Before the debt is settled, the property of its branch shall not be transferred outside of China.

Chapter 12 Legal Liability

Article 198: If a company violates the provisions of this Law by falsely reporting its registered capital, submitting false materials, or using other fraudulent means to conceal important facts and obtain company registration, the company registration authority shall order it to rectify. For companies that falsely report their registered capital, a fine of not less than 5% but not more than 15% of the amount of the falsely reported registered capital shall be imposed; Companies that submit false materials or use other fraudulent means to conceal important facts shall be fined between 50000 yuan and 500000 yuan; If the circumstances are serious, the company registration shall be revoked or the business license shall be revoked.

Article 199: If the initiators or shareholders of a company make false capital contributions and fail to deliver or deliver on time the monetary or non monetary assets used as capital contributions, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of false capital contributions.

Article 200: If the initiators or shareholders of a company withdraw their capital contributions after the establishment of the company, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of capital withdrawn.

Article 201: If a company violates the provisions of this Law by establishing accounting books in addition to the statutory accounting books, the financial department of the people's government at or above the county level shall order it to rectify and impose a fine of not less than 50000 yuan but not more than 500000 yuan.

Article 202: If a company makes false records or conceals important facts in the financial accounting reports and other materials provided to the relevant competent authorities in accordance with the law, the relevant competent authorities shall impose a fine of not less than 30000 yuan but not more than 300000 yuan on the directly responsible supervisors and other directly responsible personnel.

Article 203: If a company fails to withdraw the statutory reserve fund in accordance with the provisions of this Law, the financial department of the people's government at or above the county level shall order it to make up the full amount that should be withdrawn, and may impose a fine of up to 200000 yuan on the company.

Article 204: If a company fails to notify or announce its creditors in accordance with the provisions of this Law during its merger, division, reduction of registered capital, or liquidation, the company registration authority shall order it to make corrections and impose a fine of not less than 10000 yuan but not more than 100000 yuan on the company.

If a company conceals its assets, makes false records on its balance sheet or property inventory, or distributes its assets before paying off its debts during liquidation, the company registration authority shall order it to rectify and impose a fine of not less than 5% but not more than 10% of the amount of concealed assets or assets distributed before paying off its debts on the company; Impose a fine of not less than 10000 yuan but not more than 100000 yuan on the directly responsible supervisors and other directly responsible personnel.

Article 205: If a company engages in business activities unrelated to liquidation during the liquidation period, the company registration authority shall issue a warning and confiscate any illegal gains.

Article 206: If the liquidation team fails to submit a liquidation report to the company registration authority in accordance with this Regulation, or conceals important facts or has significant omissions in the submitted liquidation report, the company registration authority shall order it to rectify.

If members of the liquidation team abuse their power to engage in favoritism, seek illegal income, or embezzle company property, the company registration authority shall order the return of company property, confiscate illegal gains, and may impose a fine of one to five times the amount of illegal gains.

Article 207: If an institution responsible for asset evaluation, capital verification, or validation provides false materials, the company registration authority shall confiscate the illegal gains and impose a fine of not less than one time but not more than five times the illegal gains. The relevant competent department may also order the institution to suspend operations, revoke the qualification certificates of directly responsible personnel, and revoke the business license in accordance with the law.

If an institution responsible for asset evaluation, capital verification or validation provides a report with significant omissions due to negligence, the company registration authority shall order it to make corrections. If the circumstances are serious, a fine of not less than one time but not more than five times the income obtained shall be imposed, and the relevant competent department may order the institution to cease operations, revoke the qualification certificates of the directly responsible personnel, and revoke the business license in accordance with the law.

If the institution responsible for asset evaluation, capital verification or validation causes losses to the creditors of the company due to the untrue evaluation results, capital verification or validation certificates issued by it, except for those that can prove that they are not at fault, they shall bear compensation liability within the range of the amount of the untrue evaluation or certification.

Article 208: If the company registration authority registers a registration application that does not meet the conditions stipulated in this Law, or refuses to register a registration application that meets the conditions stipulated in this Law, the directly responsible person in charge and other directly responsible personnel shall be subject to administrative sanctions in accordance with the law.

Article 209: If the superior department of the company registration authority forces the company registration authority to register registration applications that do not meet the conditions stipulated in this Law, or refuses to register registration applications that meet the conditions stipulated in this Law, or covers up for illegal registration, the directly responsible supervisors and other directly responsible personnel shall be subject to administrative sanctions in accordance with the law.

Article 210: If a company fails to register as a limited liability company or a joint stock limited company in accordance with the law and falsely uses the name of a limited liability company or a joint stock limited company, or fails to register as a branch of a limited liability company or a joint stock limited company in accordance with the law and falsely uses the name of a branch of a limited liability company or a joint stock limited company, the company registration authority shall order it to rectify or ban it, and may also impose a fine of up to 100000 yuan.

Article 211: If a company fails to commence business for more than six months without justifiable reasons after its establishment, or suspends business for more than six consecutive months after its establishment, its business license may be revoked by the company registration authority.

When there is a change in the registered items of a company, if the relevant change registration is not handled in accordance with the provisions of this Law, the company registration authority shall order registration within a specified period of time; Those who fail to register within the prescribed time limit shall be fined not less than 10000 yuan but not more than 100000 yuan.

Article 212: If a foreign company violates the provisions of this Law by establishing a branch within the territory of China without authorization, the company registration authority shall order it to rectify or close it, and may impose a fine of not less than 50000 yuan but not more than 200000 yuan.

Article 213: Those who engage in serious illegal activities that endanger national security and public interests in the name of a company shall have their business license revoked.

Article 214: If a company violates the provisions of this Law and should bear civil liability for compensation and pay fines, and its assets are insufficient to pay, it shall first bear civil liability for compensation.

Article 215: Anyone who violates the provisions of this Law and constitutes a crime shall be held criminally responsible in accordance with the law.

Chapter 13 Supplementary Provisions

Article 216: The meanings of the following terms in this Law:

（1） Senior management personnel refer to the managers, deputy managers, financial managers, secretaries of the board of directors of listed companies, and other personnel specified in the company's articles of association.

（2） The controlling shareholder refers to a shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Shareholders whose contribution or shareholding ratio is less than 50%, but whose voting rights based on their contribution or shareholding are sufficient to have a significant impact on the resolutions of the shareholders' meeting or general meeting.

（3） The actual controller refers to a person who, although not a shareholder of the company, is able to actually control the company's behavior through investment relationships, agreements, or other arrangements.

（4） Related relationships refer to the relationships between a company's controlling shareholder, actual controller, directors, supervisors, senior management personnel, and the enterprises they directly or indirectly control, as well as other relationships that may lead to the transfer of company interests. However, state-owned enterprises are not only related to each other because they are also controlled by the state.

Article 217: This Law applies to foreign-invested limited liability companies and joint-stock limited companies; If there are other laws and regulations regarding foreign investment, their provisions shall apply.

Article 218: This Law shall come into effect on January 1, 2006.