Article 61 The articles of association of a one-person
limited liability company shall be formulated by the shareholders.
Article 62 A one-person limited liability company may
not set up the board of directors. When the shareholders make a decision on any
of the matters as listed in
Article 38 of this Law, they
shall make it in written form, and preserve it in the company after signed by
the shareholders.
Article 63 A one-person limited liability company shall
make a financial statement at the end of every fiscal year, which shall be
subject to the audit by an accounting firm.
Article 64 If the shareholder of a one-person limited
liability company is unable to prove that the property of the one-person limited
liability company is independent from his own property, he shall bear joint
liabilities for the debts of the company.
Section 4 Special Provisions on Solely State-funded
Companies
Article 65 The provisions of this Chapter shall apply to
the establishment and organizational structure of the solely state-owned
companies. Any matter not prescribed by this Chapter shall be subject to the
provisions of Sections 1 and 2 of this Chapter.
The
term "solely state-owned company" as mentioned in this law refers to a limited
liability company established through investment solely by the state, for which
the State Council or the local people's government authorizes the state-owned
assets supervision and administration institution of the people's government at
the same level to perform the functions of the capital contributors.
Article 66 The articles of association of a solely
state-owned company shall be formulated by the state-owned assets supervision
and administration institution, or shall be drafted by the board of directors
and then be reported to the state-owned assets supervision and administration
institution for approval.
Article 67 A solely state-owned company shall not set up
the shareholders' meeting, and the functions of the shareholders' meeting shall
be exercised by the state-owned assets supervision and administration
institution. The state-owned assets supervision and administration institution
may authorize the board of directors of the company to exercise some of the
functions of the shareholders' meeting and decide on important matters of the
company, excluding those that must be decided by the state-owned assets
supervision and administration such as merger, split-up, dissolution of the
company, increase or decrease of registered capital as well as the issuance of
corporate bonds. The merger, split-up, dissolution or application for bankruptcy
of an important solely state-owned company shall be subject to the examination
of the state-owned assets supervision and administration institution, and then
be reported to the people's government at the same level for approval. The term
"important solely state-owned company" as mentioned in the preceding paragraph
shall be determined according to the provisions of the State Council.
Article 68 A solely state-owned company shall establish
the board of directors, which shall exercise its functions according to Articles
47 and 67 of this Law. Every term of office of the directors shall not exceed 3
years. The board of directors shall comprise representatives of the employees.
And the members of the board of directors shall be designated by the state-owned
assets supervision and administration institution, but of whom the
representatives of the employees shall be elected through the meeting of the
representatives of the employees of the company. The board of directors shall
have one chairman and may have a deputy chairman. The chairman and deputy
chairman shall be designated by the state-owned assets supervision and
administration institution from the members of the board of directors.
Article 69 A solely state-owned company shall have a
manager, who shall be hired or dismissed by the board of directors and exercise
his authorities according to
Article 50 of this Law.
Upon consent of the state-owned assets supervision and administration
institution, the members of the board of directors may concurrently hold the
post of manager.
Article 70 None of the chairman, deputy chairman,
directors and senior managers of a solely state-owned company may concurrently
hold a post in any other limited liability company, joint stock limited company
or any other economic organization, unless it is permitted by the state-owned
assets supervision and administration institution.
Article 71 The board of supervisors of a solely
state-owned company shall comprise at least 5 persons, of whom the employees'
representatives shall account for not less than 1/3, and the concrete percentage
shall be specified in the articles of association.
The
members of the board of supervisors shall be appointed by the state-owned assets
supervision and administration institution, however, of whom the employees'
representatives shall be elected through the meeting of representatives of the
employees of the company. The chairman of the board of supervisors shall be
appointed by the state-owned assets supervision and administration institution
from the members of the board of supervisors. The board of supervisions shall
exercise the functions as mentioned in Article 54 (1) through (3) of this Law
and those prescribed by the State Council.
Chapter III Transfer of Stock Rights of a Limited Liability
Company
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