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Decree of the President of the People's Republic of China
No. 42

The "Company Law of the People's Republic of China" has been approved on the 18th Meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005. The modified "Company Law of the People's Republic of China" is now promulgated and shall come into effect as of January 1, 2006.

Hu Jintao, President of the People's Republic of China
October 27, 2005
The Company Law of the People's Republic of China

(Approved on the 5th Meeting of the Standing Committee of the Eighth NPC on December 29, 1993; According to the "Decision Concerning Modification of the 'Company Law of the People's Republic of China'" (first modification) approved on the 13th Meeting of the Standing Committee of the Ninth NPC on December 25, 1999; According to the "Decision Concerning Modification of the 'Company Law of the People's Republic of China'" (second modification) approved on the 11th Meeting of the Standing Committee of the Tenth NPC on August 28, 2004; Modified on the 18th Meeting of the Standing Committee of the Tenth NPC on October 27, 2005;

Chapter One General Provisions

Article 1 This Law is formulated in order to standardize the organization and activities of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain social and economic order and to promote the development of the socialist market economy.

Article 2 The term Company as mentioned in this Law refers to a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.

Article 3 A Company is an enterprise legal person having independent legal person property and enjoying the right to such legal person property. A company shall be liable for its debts to the extent of all its assets.

In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions; in the case of a joint stock limited company, shareholders shall assume liability towards the company to the extent of their respective shareholdings.

Article 4 The shareholders of a company shall enjoy such rights as benefiting from assets of the company, making major decisions and selecting managerial personnel.

Article 5 A Company must, when engaging in business activities, abide by laws and administrative rules, observe social ethics and business ethics, keep honesty and good faith, accept supervision of the government and the public, and assume social responsibilities.

The legitimate rights and interests of companies shall be protected by the law and shall be inviolable.

   
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