深圳经济特区股份合作公司条例（二）

operative stock company

　　The shareholders' representative assembly shall have right to confiscate the illegal gains acquired by any director or manager from activities set forth in the preceding paragraph as owned by the company. Any director or manager who violates the provision of the preceding paragraph and accordingly causes damage to the company shall bear the liability for compensation； if the offense constitutes a crime， he shall be prosecuted for his criminal liability.

　　Chapter VI Board of Supervisors

　　Article 60 The company shall have a board of supervisors. The board of supervisors shall be the supervisory organization of the operation and financial affairs of the company， its rules of procedure shall be stipulated in the articles of association of the company.

　　Article 61 The board of supervisors shall be composed of no less than three members， among which the representatives of the staff members shall not be less than one third of the total number and shall be elected and recalled by the staff members of the company； other representatives shall be elected from the shareholders and shall be elected and recalled at the shareholders' representative assembly.

　　Each term of office of the members of the board of supervisors shall be stipulated in the articles of association of the company.

　　Any senior management personnel as the director， manager and financial supervisor of the company shall not serve as a member of the board of supervisors concurrently.

　　Article 62 The board of supervisors shall exercise the following functions and powers：

　　（1） Attending the meetings of the board of directors；

　　（2） Examining the operation and the financial status of the company；

　　（3） Examining， approval and consulting the financial accounting statements and other financial accounting data of the company；

　　（4） Supervising the work of the directors and the managers；

　　（5） Proposing the convening of temporal shareholders' representative assembly； and

　　（6） Acting on behalf of the company to negotiate with the directors and managers or to file a lawsuit agai

nst the directors and managers when the acts of the directors and managers damage the interests of the company；

　　（7） Other functions and powers provided for in the articles of association of the company.

　　Article 63 When failing to perform the supervisory responsibility against the acts of damaging the company and the interests of the shareholders， the board of supervisors and the actor shall have a joint and several liabilities.

　　Chapter VII Financing and Accounting

　　Article 64 The company shall establish the financial and accounting systems of the company according to the laws， rules and the relevant rules and regulations on the accounting system of the special zone.

　　Article 65 The meetings of the board of directors shall prepare the annual financial and accounting documents at the domicile of the company for record of the shareholders and creditors prior to 20 days before the convening of the shareholders' representative assembly.

　　Article 66 The profit after tax of the company shall be distributed according to the following order of priority：

　　（1） Making up for the loss；

　　（2） Retaining public accumulation fund；

　　（3） Retaining public welfare fund；

　　（4） Paying dividends for raised shares and collective shares； and

　　（5） Paying dividends for cooperative shares.

　　Distribution made by the company in violation of the provisions in the preceding paragraph shall be invalid. If any damage is caused to a creditor， the creditor shall have right to claim compensation for the loss.

　　Article 67 The public accumulation funds of the company may be classified into statutory surplus accumulation fund and the voluntary surplus accumulation fund.

　　The amount of the statutory surplus accumulation fund shall be not less than 10% of the profit after annual tax.

　　The voluntary surplus accumulation fund shall be retained and used according to the provisions of the articles of association of the company or the shareholders' representative assembly.

　　Article 68 The statutory surplus accumulation fund shall be used for following purposes：

　　（1） Making up for the loss；

　　（2） Increasing the capital； and

　　（3） Other purposes stipulated by laws， rules， and regulations.

　　Article 69 The public welfare fund shall be retained according to the articles of association of the company：

　　The public welfare fund shall be used for welfare of the staff members of the company.

　　Article 70 Any company that does not follow the provisions of these regulations to retain and use the statutory public accumulation fund and public welfare fund shall be ordered to make corrections by the authorized organ of the district government and punished on basis of the seriousness of the circumstance.

　　Article 71 If there is no surplus in the very year， no stock dividend shall be distributed. However， if the statutory public accumulation fund has exceeded 50% of the amount of the registered capital， upon special resolution of the shareholders' representative assembly， the stock dividend may be distributed as per the proportion of the rate of interest of banking deposit for a term not exceeding a year.

　　Article 72 The dividends of the collective shares shall be covered into the welfare fund for shareholders of the cooperative shares.

　　When the scale of the welfare fund for shareholders of the cooperative shares has reached the minimum limitation （threshold） stipulated in the articles of association of the company， the dividends of the collective shares may be distributed directly among the shareholders of the collective shares according to the provisions of the articles of association of the company.

　　The measures on management of the welfare fund for shareholders of the cooperative shares shall be formulated by the shareholders of the cooperative shares of th

e company separately.

　　Chapter VIII Modification， Dissolution and Liquidation

　　Article 73 To revise the articles of association of the company， the board of directors shall work out the revision program of the articles of association of the company， which shall be adopted at the shareholders' representative assembly as a special resolution.

　　Upon revising the articles of association of the company， the board of directors shall submit it to the registration organ for going through modification registration formalities and proclaim it publicly.

　　Article 74 Where the articles of association needs to be revised due to reduction of the registered capital， the measures on reducing the registered capital shall be stipulated in the resolution on revising the articles of association.

　　Article 75 When intending to reduce the registered capital， the company shall notify the creditors within 10 days upon the shareholders' representative assembly adopting the resolution and proclaim it for at least three times within one month. The creditors receiving the notice and the creditors not receiving the notice may raise objection within 30 days from receipt of the notice and within 90 days from the first public proclamation respectively.

　　Article 76 The company may merge or separate according to the provisions of these regulations.

　　Article 77 For merger or separation of the company， the board of directors shall propose the program， prepare the balance sheets and inventory of the assets. The merger or separation of the company shall only be carried out after being passed as a special resolution of the shareholders' representative assembly.

　　When the company is merged with other ones， the merging parties shall enter into an agreement on merger； when the company is separated， the board of directors shall make a resolution on bearing the liabilities of the company.

　　The merger or separation of the company shall not damage the interests of the creditors.

　　Any company that， in violation of the first paragraph herein， withdraws the capital， hides up the assets and evades liabilities willfully and maliciously shall be ordered to recover the assets within a time limit by the registration organ； the persons directly liable in the offense shall be imposed upon a fine not less than RMB 50，000 but not more than RMB 100，000； if the offense constitutes a crime， the persons directly liable shall be prosecuted for criminal liability according to law.

　　Article 78 The company shall notify the creditors in writing within 10 days upon the shareholders' representative assembly making the resolution on merger or separation and proclaim publicly at least 3 times within one month.

　　Any company that fails to carry out notification or proclamation according to the preceding paragraph shall be ordered make corrections within a time limit by the registration organ； the legal representative of the company and the persons directly liable in the offense shall be imposed upon a fine not more than RMB 10，000 respectively as well.

　　The creditors of the company receiving the notice and the creditors of the company not receiving the notice may raise objection within 30 days from receipt of the notice and within 90 days from the first public proclamation respectively.

　　The company shall pay off the liabilities or provide commensurate guarantee according to law in favor of the creditors who has raised objection. Where a creditor does not raise any objection， in the case of merger of the companies by mean

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