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）

office.

　　Article 148 The State-authorized investment institution may transfer its shares held by it in accordance with law and may purchase shares held by other shareholders. The authority to examine and approve such transfers or purchases and measures for administration thereof shall be separately provided for by laws and administrative regulations.

　　Article 149 A company may not purchase its own shares except where， for the purpose of reducing its capital， shares need to be cancelled， or where the company merges with another company which holds its shares.

　　A company must cancel the shares purchased by the company itself in accordance with the preceding paragraph within ten days， and register the change of its capital in accordance with laws and administrative regulations and make a public announcement thereafter.

　　A company may not accept its own shares as the subject matter of a mortgage.

　　Article 150 Where registered share certificates are stolen， lost or destroyed， the shareholder may， in accordance with the procedure for public notice for assertion of claims provided for in the Civil Procedure Law， request a people's court to declare such share certificates as void.

　　After the voidness has been declared by a people's court in accordance with the aforesaid procedure， the shareholder may apply to the company for a replacement of the share certificates.

　　Section 3

　　Listed Companies

　　Article 151 A listed company mentioned in this Law refers to a joint stock limited company which has its issued shares listed and traded at stock exchanges with the approval of the State Council or the securities administration department authorized by the State Council.

　　Article 152 Where a joint stock limited company applies to have its shares listed and traded， the following conditions shall be satisfied：

　　（1）the shares have already been issued to the general public with approval of the securities administration department under the State Council；

　　（2）the total amount of the company's share capital reaches not less than 50，000，000yuan；

　　（3）the company must have been in operation for t

hree years or more and have made profits for the past three consecutive years； the business operation of a company which is converted from a State-owned enterprise according to law or which is newly incorporated after the implementation of this Law with medium and large-sized State-owned enterprises as the main sponsors may be traced back without interruption to the original enterprise or the main sponsors；

　　（4）the number of shareholders holding shares at the face value of 1， 000 Yuan or more is not less than one thousand and the shares issued to the general public amount to twenty five percent or more of the total share issue； where the company has a registered capital of more than 400， 000， 000 Yuan， the ratio of shares issued to the general public must amount to fifteen percent or more of the total share issue；

　　（5）the company must have no records of involvement in serious illegal activities in the recent three years， and its financial accounting statements must contain no false information in the same period； and

　　（6）other conditions as stipulated by the State Council.

　　Article 153 Where a joint stock limited company applies to have its shares listed and traded in a sock exchange， it shall apply to the State Council or the securities administration department authorized by the State Council for approval and submit the relevant documents as required by laws and administrative regulations.

　　The State Council or the securities administration department authorized by the State Council shall approve applications for the listing and trading of shares that comply with the conditions specified in this law and shall not approve those that fail to comply with the provisions of this Law.

　　Where an application for the listing and trading or shares has been approved， the approved listed company must publicly announce its report on the listing of its shares and put its application documents at a designated place for public inquiry.

　　Article 154 Shares of an approved listed company shall be listed and traded in accordance with the relevant laws and administrative regulations.

　　Article 155 Upon approval of the securities administration departments under the State Council， shares of a joint stock limited company may be listed and traded in stock exchanges outside the territory of the People's Republic of China and the measures therefor shall be specially formulated by the State Council.

　　Article 156 A listed company must， in compliance with the provisions of laws and administrative regulations， regularly disclose its financial and business situations. A financial accounting report shall be publicized every half year of each fiscal year.

　　Article 157 The securities administration department under the State Council may decide to suspend the listing of the shares of a listed company if any of the following circumstances occurs：

　　（1）the total share capital and the distribution of share ownership have been altered to make the company no longer satisfy the requirements necessary for listing；

　　（2）the company has failed to make public its financial situation in compliance with the legal provisions or has falsified its financial accounting statements；

　　（3）the company is involved in major illegal acts； or

　　（4）the company has incurred losses for the past three consecutive years.

　　Article 158 Where any of the circumstances stipulated in Subparagraph （2） or （3） of the preceding article applies to a listed company and the consequences are verified to be serious， or where any of the circumstances stipulated in Subparagraph （1） or （4） of the preceding article is unable to be eliminated within the time limit and the company has become disqualified as a listed company， the securities administration department under the State Council shall decide to terminate the listing of the shares of the company.

　　Where a company

decides to dissolve itself， or is ordered by a competent administrative department in accordance with law to close down， or is declared bankrupt， the securities administration department under the State Council shall decide to terminate the listing of the company's shares.

　　Chapter Ⅴ

　　Company Bonds

　　Article 159 A joint stock limited company， a wholly State-owned company， and a limited liability company incorporated by two or more State-owned enterprises or by two or more other State-owned investment entities may， for the purpose of raising funds for its production and operation， issue company bonds in accordance with this Law.

　　Article 160 Company bonds mentioned in this Law mean negotiable instruments issued by a company in accordance with the statutory procedures with repayment of the principal and payment of the interest within a definite time limit.

　　Article 161 To issue company bonds， the following conditions must be met：

　　（1）for a joint stock limited company， the value of its net asset may not be lower than 30， 000， 000 Yuan； for a limited liability company， the value of its net asset may not be lower than 60， 000， 000 Yuan；

　　（2）the accumulated value of the bonds issued may not exceed forty percent of the value of the net assets of the company；

　　（3）the average distributable profits for the past three years shall be sufficient to pay the interest on the company bonds for one year；

　　（4）the funds to be raised must be unvested in accordance with the industrial policies of the State；

　　（5）the interest rate for the bonds shall not exceed the ceiling fixed by the State Council； and

　　（6）other conditions as stipulated by the State Council.

　　Funds raised through the issue of company bonds must be used for the purpose approved by the examination and approval authorities and shall not be used to make up the losses of the company or for non-production expenditure.

　　Article 162 In any of the following circumstances， a company may not make another issue of bonds：

　　（1）if the company bonds of the previous issue have not been fully subscribed for； or

　　（2）if it is a fact that the company has defaulted on， r deferred repayment of the principal and the payment of interest of its previously issued company bonds or its debts， and such default or deferment still persists.

　　Article 163 For a joint stock limited company and a limited liability company to issue company bonds， its board of directors shall formulate a plan therefor， and a pertinent resolution shall be adopted by the shareholders' meeting.

　　The issue of a company bonds by wholly State-owned company shall be subject to decision by the State-authorized investment institution or the department authorized by the State.

　　Where a resolution or decision is made in accordance with the preceding two paragraphs of this articles， the company shall submit the matter to the securities administration department under the State Council for approval.

　　Article 164 The scale of the company bond issues shall be determined by the State Council. Issues of company bonds examined and approved by the securities administration department under the State Council shall not exceed the scale determined by the State Council.

　　The securities administration department under the State Council shall approve the application for issuing company bonds if it conforms with the provisions of this Law and shall disapprove the application if it does not conform with the pro

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