Article 33
A limited liability company shall prepare a roster of its shareholders with the following items
therein:
(1) the names or titles and domiciles of the shareholders;
(2) the amounts of capital contributions of the shareholders; and
(3) the serial numbers of the capital contribution certificates.
The shareholders recorded in the roster of shareholders may claim and exercise the right of
shareholders on the strength of the roster of shareholders.
The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and, in the event of any change thereof, apply for alteration registration. Unless duly registered, the above-mentioned items and any
changes thereof shall not be a defense against a third party.
Article 34
A shareholder shall have the right to view the articles of association, the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and
accounting reports of the company.
Shareholders may view the accounting books and reports of the company. For this purpose, they shall submit a written request and state reasons. Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm
the legal rights and interests of the company, the company may refuse such request and shall, within fifteen (15) days of such request, reply in written form and state reasons. Given such, shareholders may apply to the people’s court for an order under which the company shall provide
the shareholders with such references.
Article 35
Unless otherwise agreed upon by all shareholders, shareholders shall draw dividends in proportion to their actual capital contributions and, where a company increases capital, shall have priority in
subscription for new shares in proportion to their actual contributions.
Article 36
Once a company is registered, its shareholders shall not withdraw their capital contributions.
Section Two Organizational Structure
Article 37
The shareholders meeting of a limited liability company shall be composed of all the shareholders. The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.
Article 38
The shareholders meeting shall exercise the following functions and powers: (1) to decide on the business policy and investment plan of the company;
(2) to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;
(3) to examine and approve reports of the board of directors;
(4) to examine and approve reports of the supervisory board or supervisors;
(5) to examine and approve the annual financial budget plan and final accounts plan of the company;
(6) to examine and approve plans for profit distribution of the company and plans for making up losses;
(7) to adopt resolutions on the increase or reduction of the registered capital of the company;
(8) to adopt resolutions on the issuance of company bonds;
(9) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;
(10) to amend the articles of association of the company;
(11) to exercise other functions and powers provided for in the articles of association.
Where a unanimous ju(:)'n?nim?s] 意见一致的, 无异议的 consent on the matters described above is achieved in writing by shareholders, the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.
Article 39
The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.
Article 40
Shareholders meetings shall be divided into regular meetings and interim ['int?rim] 中间的, 临时
的, 间歇的 meetings. Regular shareholders meetings shall be convened on time as stipulated by
the articles of association of the company. Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors, or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.
Article 41
Where a limited liability company has a board of directors, its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board. Where the chairman of the board is unable to or does not perform his function, the meeting shall be presided over by a vice-chairman. Where the vice-chairman is unable to or does not perform his function, the meeting shall be presided over by a director jointly nominated by more than half of the directors.
Where a limited liability company does not form a board of directors, the shareholders meetings shall be convened and presided over by the executive director.
Where the board of directors or executive director cannot or does not perform its function, the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors. Where the board of supervisors or supervisor cannot or does not perform its function, the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.
Article 42
All shareholders shall be notified fifteen (15) days prior to the convening of a shareholders meeting, unless otherwise stipulated by the articles of association or agreed upon by all shareholders.
The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.
Article 43
Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.
Article 44
Except as provided for in this Law, the rules of deliberation and voting procedures of the shareholders meeting shall be stipulated by the articles of association of the company.
Resolutions of the shareholders meeting on the increase or reduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.
Article 45
Except as otherwise provided for in Article 51 of this Law, a limited liability company shall have a board of directors, which shall be composed of three to thirteen members. The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. The members of the board of directors of
