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the company. Article 81 Where a joint stock limited company is established by promotion, its registered capital shall be the total capital stock subscribed for by all the initiators as registered in the company registration authority. The minimum amount of initial capital contributions to be made by all initiators shall be not less than 20% of the total registered capital, and the remaining amount shall be paid off by the initiators within 2 years as of the day when the company is established, while for an investment company, the remaining amount may be paid off within 5 years. Before the registered capital is paid off, no stock may be offered to others for subscription. Where a joint stock limited company is established by stock floatation, its registered capital shall be the total actually paid capital stock as registered in the company registration authority. The minimum amount of the registered capital of a joint stock limited company shall be RMB 5 million Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital, such provision shall be followed. Article 82 The articles of association of a joint stock limited company shall specify the following matters: (1) the name and domicile of the company; (2) the business scope of the company; (3) the form of company establishment; (4) total shares, value of each share, and the amount of registered capital of the company; (5) the name of every initiator, the shares it has subscribed for, as well as the form and date of capital contributions; (6) the composition, authorities, term of office, and rules of procedure of the board of directors, (7) the legal representative of the company; (8) the composition, authorities, term of office, and rules of procedure of the board of supervisors; (9) the methods for profit distribution of the company; (10) the reasons for dissolution of the company and liquidation methods; (11) the methods for issuing notices or public announcements of the company; and (12) other matters deemed necessary by the meetings of shareholders. Article 83 The form of capital contributions of initiators shall be subject to the provisions in Article 27 of this Law. Article 84 When establishing a joint stock limited company by promotion, the initiators shall subscribe, in writing, for the full amount of shares prescribed in the articles of association. In the case of paying the capital contributions at one time, the initiators shall make the payment in a lump sum; in the case of paying the capital contributions by installments, the initiators shall make the down payment immediately. In the case of making capital contributions in non-monetary properties, the initiators shall go through the procedures for the transfer of property rights according to law. If any of the initiators fails to make capital contributions by following the provisions of the preceding paragraph, it shall bear the liabilities for breach of contract according to the stipulations in the initiators agreement. After the initiators have made their down payment, they should elect the board of directors and the board of supervisors. The board of directors shall file a registration application with the company registration authority and submit thereto the articles of association, the capital verification certification as issued by a lawfully established capital verification institution, as well as other documents as stimulated by the laws and administrative regulations. Article 85 For a joint stock limited company established by stock flotation, the shares subscribed for by the initiators shall not be less than 35 % of the total shares. However, if it is otherwise provided for by any law or administrative regulation, such law or administrative regulation shall prevail. Article 86 When raising shares in the public, the initiators shall publish a prospectus and prepare share subscription forms. The share subscription form shall involve the items listed in Article 87, and a subscriber shall fill in the number and amount of shares he subscribes for and his domicile, and shall affix his signature or seal thereto. The subscriber shall pay the shares pursuant to the number of shares he has subscribed for. Article 87 The prospectus shall be accompanied by the articles of association formulated by the initiators and shall state the following: (1) the number of shares subscribed for by the initiators; (2) the value and issuing price of each share; (3) the total number of unregistered stocks issued; (4) the purposes of the funds raised; (5) the rights and obligations of the subscribers; and (6) the beginning and ending dates for the public offer and a statement that the subscribers may revoke their subscriptions if << 上一页 [11] [12] [13] [14] [15] [16] [17] [18] [19] [20] ... 下一页 >> |