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）

visions of this Law.

　　If an approval that has been granted is found not in compliance with the provisions of this Law， such an approval shall be withdrawn. In the event that company bonds have not yet been issued， the company shall stop issuing the bonds； if the company bond issue has already commenced， the issuing company shall refund the subscribers the money already p

aid for their subscriptions plus bank deposit interest calculated for the same period of time.

　　Article 165 Where a company applies the securities administration department under the State Council for issuing company bonds， the following documents shall be submitted：

　　（1）the registration certificate of the company；

　　（2）the articles association of the company；

　　（3）the method of offer of the company bonds； and

　　（4）an asset valuation report and an asset verification report.

　　Article 166 After an application for the issue of company bonds is approved， the company shall make a public announcement of the method of offer of the company bonds.

　　The method of offer of company bonds shall specify the following main particulars：

　　（1）the name of the company；

　　（2）the total amount of the bonds and their par value；

　　（3）the interest rate of the bonds；

　　（4）the time limit for and the method of the repayment of the principal and the payment of interest；

　　（5）the beginning and ending dates of the bond issue；

　　（6）the amount of the net assets of the company；

　　（7）the total amount of the undue bonds issued by the company； and

　　（8）the underwriters of the company bonds.

　　Article 167 Company bonds issued by a company must clearly carry thereon items such as the name of the company， the par value， the interest rate and of time limit for repayment， and the bonds shall be signed by the chairman of the board f directors and sealed by the company.

　　Article 168 Company bonds may be divided into registered bonds and bearer bonds.

　　Article 169 A company issuing company bonds shall prepare the counterfoils of bonds issued.

　　When registered company bonds are issued， the counterfoils of bonds shall specify the following：

　　（1）the name or title and domicile of the bondholder；

　　（2）the date on which the holder acquired the bonds and their serial numbers；

　　（3）the total amount of the bonds， the par value， the interest rate of the bonds and the method of time limit for repayment of the principal and payment of interest； and

　　（4）the issuing date of the bonds.

　　Where bearer company bonds are issued， the counterfoils of the company bonds shall specify the total amount of the bonds， the interest rate， the limit for and method of repayment of the principal and payment of interest， the issuing date of the bonds and the serial numbers.

　　Article 170 Company bonds may be transferred. The transfer shall be carried out at the securities exchanges established in accordance with law.

　　The price for the transfer of the company bonds shall be agreed upon by the transferor and transferee.

　　Article 171 Registered bonds shall be transferred by means of endorsement by the bondholder or by other means provided for by laws or administrative regulations.

　　Where registered bonds are transferred， the name and domicile of the transferee shall be recorded in the counterfoils of the company bonds.

　　Where bearer bonds are transferred， the transfer becomes effective immediately after the bondholder delivers his bonds to the transferee at a securities exchange established in accordance with law.

　　Article 172 Upon adoption of a resolution by the shareholders' general meeting， a listed company may issue company bonds which can be converted into shares. The specific measures for the conversion shall be stipulated in the method of offer of the company bonds.

　　The issue of company bonds convertible into shares shall be subjected to the approval of the securities administration department under the State Council. Company bonds convertible into shares shall， in addition to satisfying the conditions for the issue of company bonds， satisfy the conditions for the issue is share.

　　In issuing company bonds convertible into shares

， the words “convertible company bonds” shall be clearly indicated on the bonds and the amount of convertible company bonds shall be recorded in the counterfoils of company bonds.

　　Article 173 A company that issues company bonds convertible into shares shall let the bondholders convert their bondholders convert their bonds into share in accordance with the convertion measures. However， bondholders shall have an option whether or not to convert their bonds into shares.

　　Chapter Ⅵ

　　Financial Affairs and Accounting of Companies

　　Article 174 A company shall establish its financial and accounting system in accordance with laws， administrative regulations， and the rules of the department in charge of financial affairs under the State Council.

　　Article 175 At the end of each fiscal year， a company shall prepare its financial and accounting report， which shall be examined and verified in accordance with law.

　　The financial and accounting report shall include the following financial and accounting statements and annexed detailed schedules：

　　（1）a balance sheet；

　　（2）a profit and loss statement；

　　（3）a statement on changes in the financial position of the company；

　　（4）a statement explaining the financial situation of the company； and

　　（5）a statement regarding the distribution f profits.

　　Article 176 A limited liability company shall send the financial and accounting report t each of its shareholders within the time limit stipulated in its articles of association.

　　A joint stock limited company shall make the financial and accounting report available at the company for examination by its shareholders twenty days prior to the convening of the shareholders' annual general meeting.

　　A joint stock limited company incorporated by means of share offer must announce its financial and accounting report.

　　Article 177 When a company distributes the annual after-tax profits， it shall allocate ten percent its profits to its statutory common reserve fund and another five to ten percent to its statutory common welfare fund. Where the accumulated amount of the statutory common reserve fund has exceeded fifty percent of the registered capital of the company， further allocation may be dispersed with.

　　Where the statutory common reserve fund is insufficient to make up the company's losses of the previous fiscal year， the company shall apply its annual after-tax profits to making up its losses before allocating such profits， in accordance with the provisions of the preceding paragraph， to the statutory common reserve fund and statutory common welfare fund.

　　After making its allocation to the statutory common reserve fund from the company's after -tax profits， profits， the company may， upon resolution made by the shareholders' meeting， make allocations to the discretionary common reserve fund.

　　After a company makes up its losses and makes allocations to the statutory common reserve fund and the statutory common welfare fund， a limited liability company shall distribute the remaining profits to its shareholders according to the proportion f capital subscribed for by each shareholder， and a joint stock limited company shall distribute the remaining profits to its shareholders according to the proportion of the shares held by each shareholder.

　　Where the shareholders' meeting or the board of directors violates the provisions of the preceding paragraphs by distributing profits to the shareholders before making up the company's losses and making allocations to the statutory common reserve fund and the statutory common welfare fund， the profits distributed in violation of the provisions must be returned to the company.

　　Article 178 The premium income derived from issuing shares above par by a joint stock limited company in accordance with the provisions of this Law， and other income which

accordance to the rules set by the department in charge of financial affairs under the State Council should be entered into the capital common reserve fund， shall be entered into the capital common reserve fund of the company.

　　Article 179 A company's common reserve fund shall be used to make up the company's losses， to expand the production and operation of the company or to increase the capital of the company by means of conversion.

　　If a joint stock limited company converts its common reserve fund into capital upon a resolution made by the shareholders' general meeting， it shall issue new shares in proportion to the original shares held by the shareholders or increase the original par value of each share. However， when the statutory common reserve fund is converted into its capital， the remaining amount of the statutory common reserve fund shall not be less than twenty five percent of the registered capital.

　　Article 180 The statutory common welfare fund retained by a company shall be used for the collective welfare of the company's staff and workers.

　　Article 181 A company shall not have any other account books in addition to its statutory account books.

　　No account may be opened in the name of any individual for deposit of a company's assets.

　　Chapter Ⅶ

　　Merger and Division of Companies

　　Article 182 The mer

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