全国人民代表大会常务委员会关于修改《中华人民共和国公司法》的决定　附：第二次修正本（二）

　　Section 4

　　Supervisory Board

　　Article 124 A joint stock limited company shall have a supervisory board composed of no less than three members. The supervisory board shall elect a convener form among its members.

　　The supervisory board shall be composed of shareholders' representatives and an appropriate proportion of representatives of the staff and workers of the company， and the specific proportion such representatives shall be provided for by the articles of association of the company. The representatives of the staff and workers serving on the supervisory board shall be democratically elected by the staff and workers of the company.

　　Directors managers and the persons in charge of the financial affairs of the company may not serve concurrently as supervisors.

　　Article 125 The term of office of the supervisors shall be three years. A supervisor may serve consecutive terms of re-elected upon expiration of his term of office.

　　Article 126 A supervisory board shall exercise the following functions and powers：

　　（1）to examine the financial affairs of the company；

　　（2）to supervise the acts of the directors and the manager violating laws， the administrative regulations or articles of association of the company during the performance of their functions；

　　（3）to demand directors or the manager to make rectification if any of their acts is found to have impaired the interests of company；

　　（4）to propose the convening of interim shareholders' general meetings ； and

　　（5）other functions and powers provided for in the articles of association of the company.

　　Supervisors shall attend meetings of the board of directors as non-voting participants.

　　Article 127 The articles of association of the company shall stipulate the method of deliberation and voting procedures of the supervisory board.

　　Article 128 A supervisor shall faithfully perform his duties of supervision in accordance with law， administrative regulations and the articles of association of the company.

　　Provisions of Articles 57 through 59 and Articles 62 through 63 of this Law regarding persons disqualified to serve as supervisors and the obligations and responsibilities of supervisors shall apply to the supervisors of joint stock limited companies.

　　Chapter Ⅳ

　　Issue and Transfer of Shares of joint Stock Limited Companies

　　Section 1

　　Issue of Shares

　　Article 129 The capital of a joint stock limited company shall be divided into shares of equal value.

　　The shares of the company shall take the form of share certificates， which are vouchers issued by the company t certify the shares held by their shareholders.

　　Article 130 The issue of shares be in compliance with the principles of publicity， fairness and justice. The same shares must carry the same rights and the same benefits.

　　Shares of the same issue shall be issued on the same conditions and at the same price. A unit or an individual subscribing to shares shall pay the same price for each share.

　　Article 131 Shares may be issued at or above par but not below par.

　　The premiums generated from issuing shares above par shall be entered under the capital common reserve fund of the company.

　　Specific measures for the administration of issue of shares above par shall be separately stipulated by the State Council.

　　Article 132 Share certificates may be in paper form or in such other forms as stipulated by the securities administration department under the State Council.

　　The following main particulars shall be clearly stated on a share certificate：

　　（1）the name of the company；

　　（2）the date of registration of the company's incorporation；

　　（3）the class of the shares， the par value and the number of shares represented by the certificate； and

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　　（4）the serial number of the share certificate.

　　A share certificate shall be signed by the chairman of the board of directors and sealed with the of the company.

　　In the case of share certificates owned by sponsors， the words “sponsor's share certificate” shall be clearly stated on the share certificates.

　　Article 133 Shares issued by a company to sponsors， a State-authorized investment institution or legal persons shall be registered shares which shall state the names of the sponsors， State-authorized investment institution or legal persons. Such shares may not be registered in other names， or names of their representatives.

　　Shares issued to the general public may be either registered shares or bearer shares.

　　Article 134 Where registered shares are issued， the company shall prepare a roster of the shareholders， in which the following items shall be recorded：

　　（1）the names or titles， and domiciles of the shareholders；

　　（2）the number of shares held by each shareholder；

　　（3）the serial numbers of the share certificates held by each shareholder； and

　　（4）the date on which each shareholder obtained his shares.

　　Where bearer shares are issued， the company shall keep a record of the number， the serial numbers and the issue date of the share certificates.

　　Article 135 The State Council may formulate separate regulations on the issue of other classes of shares which are not provided for in this Law.

　　Article 136 A joint stock limited company shall formally deliver share certificates to its shareholders immediately after the registration of its incorporation. No company may deliver share certificates to its shareholders prior to the registration of its incorporation.

　　Article 137 To issue new shares ， a company must satisfy the following conditions：

　　（1）shares of the previous issue must have fully been subscribed for and at least one year has elapsed since the previous issue of shares；

　　（2）the company has been continuously profitable for the last three years and is able to pay dividends to its shareholders；

　　（3）the company is not found to have false records in the financial accounting documents in the last three years； and

　　（4）the forecast profit rate of the company can reach the interest rate of bank deposit for the same period of time.

　　A company's distribution of new shares from the current year's profits shall not be restricted by Subparagraph （2） of the preceding paragraph.

　　Article 138 Where a company issues new shares， resolutions on the following matters shall be adopted by a shareholders' general meeting：

　　（1）the class and number of the new shares；

　　（2）the issue price of the new shares；

　　（3）the opening an closing dates of eth new share issue； and

　　（4）the class and number of new shares issued t existing shareholders.

　　Article 139 After the shareholders' general meeting adopts a resolution to issue new shares， the board of directors must apply to the department authorized by the State Council or to the local provincial people's government for approval. If the new shares are to be issued to the general public， the approval of the securities administration department under the State Council must be obtained.

　　Article 140 When a company obtains the approval to issue new shares to the general public， it must publicly announce its prospectus on new share offer and its financial accounting statements with annexed detailed schedules， and shall prepare subscription application forms.

　　When a company issues new shares openly to the public， the new shares shall be distributed by a securities agency established in accordance with law， with which a distribution agreement shall be concluded.

　　Article 141 Where a company issues new shares， it may determine the pricing proposal for new shares base

d upon the circumstances of its consecutive profit gains and property value appreciations.

　　Article 142 Where the new share issue of a company is fully subscribed for， the company shall apply to the company registration authority for registration of the modification in its capital and make a public announcement thereafter.

　　Section 2

　　Transfer of Shares

　　Article 143 Shares held by shareholders may be transferred in accordance with law.

　　Article 144 Transfer of shares by shareholders shall be conducted through stock exchanges established in accordance with law.

　　Article 145 Registered shares shall be transferred by means of endorsement by the shareholders by such other means as provided for by law and administrative regulations.

　　When registered shares are transferred， the company shall register the transferee's name or title and domicile in its roster of shareholders.

　　No registration of modification to the roster f shareholders as stipulated in the preceding paragraph shall be made within thirty days prior to the convening of a shareholders' general meeting or within five days prior to the date decided by the company for the distribution of dividends.

　　Article 146 Transfer of bearer shares shall become effective immediately after the shareholder delivers the share certificates to the transferee at a stock exchange established in accordance with law.

　　Article 147 Shares held by the sponsors of a company shall not be transferred within three years after the date of incorporation of company.

　　Directors， supervisors and the manager shall declare their numbers of shares held by them to the company， and shall not transfer such shares during their term of

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