中华人民共和国刑法修正案（附：中华人民共和国刑法〔1999年修正本〕）

Amendment to Criminal Law of the People's Republic of China

（Adopted at the 13th Session of the Standing Committee of the Ninth National People's Congress on December 25， 1999 and promulgated by the Order No.29 of the President of the People's Republic of China on December 25， 1999）

颁布日期：19991225 　实施日期：19991225 　颁布单位：全国人大常委会

　　Ful Text

　　The 13th Session of the Standing Committee of the Ninth National People's Congress， having considered the proposal of the State Council regarding the Amendment to Company Law of the People's Republic of China， decides to make the following revisions to Company Law of the People's Republic of China.

　　1. Article 67 shall be amended as： “the supervisory board of a wholly state-owned company is composed of the staff appointed by the State Council or the organs and departments authorized by the State Council， and it includes the participation of representatives of staff and workers of a company. A supervisory board is composed of no less than three members. A supervisory board shall exercise the functions and powers provided by the first and second items of Paragraph 1 of Article 54 of this Law and other functions and powers provided by the State Council”。 “Supervisors shall attend the meeting of a supervisory board as non-voting participants”。 “Directors， managers and responsible persons in charge of the financial affairs of a company may not serve concurrently as supervisors”。

　　2. A new paragraph shall be added to Article 229 as paragraph 2： To a joint stock limited company of new technological achievements， its proportion of registered capital covered by the fund of the appraised value of the investment of a sponsor in the form of industrial property and nonpatented technology， and the conditions of issuing new shares by the company and applying to have its shares listed and traded shall be provided by the State Council otherwise. Company Law of the People's Republic of China shall be republished after being correspondingly amended according to the Decision. The qualified joint stock limited company of new technological achievements supported in its entry into a securities market for direct financing shall be in the interest of the development of industry of new technological achievements. It shall adhere to state industrial policies and conform with the requirement to new technological achievements for the joint stock limited company of new technological achievements financing development capital by applying capital market. The stock of a joint stock limited company of new technology achievements listed for transactions， in accordance with its characteristics， shall be traded through the individual organized system within the present stock exchange company. The work shall be conducted step by step in a positive， reliable and planned way in view of the lack of experience for the work， and with considerable risk. This Decision shall come into effective as of the date of promulgation.

　　Appedix： Company Law of the People's Republic of China （Revision 1999） （Adopted at the Fifth Meeting of the Standing Committee of the Eighth National People's Congress on December 29， 1993. Revised based on the dicision of the 13th Session of the Standing Committee of the Ninth National People's Congress regarding the revision to Company Law of the People's Republic of China on December 25， 1999）

　　Contents

　　Chapter I General Provisions

　　Chapter II Incorporation and Organizational Structure of

　　Limited Liability Companies

　　Section 1 Incorporation

　　Section 2 Organizational Structure

　　Section 3 Wholly State-owned Companies

　　Chapter III Incorporation and Organizational Structure of Joint

　　Stock Limited Companies

　　Section 1 Incorporation

　　Section 2 Shareholders' General Meetings

　　Section 3 Board of Directors， and Manager

　　Section 4 Supervisory Board

　　Chapter IV Issue and Transfer of Shares of Joint Stock Limited Companies

　　Section 1 Issue of Shares

　　Section 2 Transfer of Shares

　　Section 3 Listed Companies

　　Chapter V Company Bonds

　　Chapter VI Financial Affairs and Accounting of Companies

　　Chapter VII Merger and Division of Companies

　　Chapter VIII Bankruptcy， Dissolution and Liquidation of Companies

　　Chapter IX Branches of Foreign Companies

　　Chapter X Legal Liability

　　Chapter XI Supplementary Provisions

　　Chapter I General Provisions

　　Article 1 This Law is formulated in accordance with the Constitution of the People's Republic of China in order to meet the needs of establishing a modern enterprise system， 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” 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 “limited liability company” or “joint stock limited company” is an enterprise legal person.

　　In the case of a limited liability company， shareholders shall assume liability towards the company to the extent of their respective capital contributions， and the company shall be liable for its debts to the extent of all its assets.

　　In the case of a joint stock limited company， its total capital shall be divided into equal shares， shareholders shall assume liability towards the company to the extent of their respective shareholdings， and the company shall be liable for its debts to the extent of all its assets.

　　Article 4 The shareholders of a company shall， in their capacity of contributors of capital， enjoy such rights of owners as benefitting from assets of the company， making major decisions and selecting managerial personnel in accordance with the amount of their respective capital investment in the company.

　　A company shall enjoy the right to the entire property of the legal person formed by the investments of the shareholders and shall possess civil rights and bear the civil liabilities in accordance with the law.

　　The ownership of State-owned assets in a company shall vest in the State.

　　Article 5 A company shall， with all its legal person assets，operate independently and be responsible for its own profits and losses according to law.

　　A company shall， under the macro-adjustment and control of the State， organize its production and operation independently in accordance with market demand for the purpose of raising economic benefits and labour productivity and maintaining and increasing the value of its assets.

　　Article 6 An internal management mechanism shall be implemented within companies， which is characterized by clear definition of powers and responsibilities， scientific management and combination of encouragement and restraint.

　　Article 7 State-owned enterprises restructured to form companies must transform their operating mechanism， gradually produce an inventory of their assets and verify their funds，delimit their property rights， clear off their claims and debts，evaluate their assets and establish a standard internal management mechanism in accordance with the conditions and requirements set by laws， administrative rules and regulations.

　　Article 8 Incorporation of limited liability companies or joint stock limited companies must meet the conditions stipulated by the present Law. Companies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies； while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.

　　where laws or administrative rules and regulations provide that incorporation of companies must be subject to examination and approval， the procedures of examination and approval shall be completed according to law prior to the registration of such companies.

　　Article 9 A limited liability company established according to this Law must clearly indicate the words “limited liability company” in its name.

　　A joint stock limited company established according to this Law must clearly indicate the words “joint stock limited company”in its name.

　　Article 10 A company's domicile shall be the place where its main administrative organization is located.

　　Article 11 Articles of association must be formulated in accordance with this Law when a company is incorporated. A company's articles of association shall have binding force on the company， its shareholders， directors， supervisors and managers.

　　A company's scope of business shall be defined in its articles of association and registered in accordance with the law. Items within the company's “scope of business” that are subject to restrictions under laws， administrative rules and regulations shall be approved in accordance with the law.

　　Companies shall engage in business activities within their registered scope of business. A company may change its scope of business by amending its articles of association in accordance with statutory procedures and making such amendments registered with the