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）

rticle 197 After the completion of liquidation， the liquidation committee shall formulate a liquidation report and submit the report to the shareholders' meeting or to the department in charge for confirmation and submit it to the company registration authority in order to cancel the registration of the company and publicly announce the company's termination. If no application is made for cancellation of the company's registration， the company registration， the company registration authority shall revoke the business license of the company and publicly announce the revocation.

　　Article 198 Members of a liquidation committee shall be devoted to their duties and perform their liquidation obligations in accordance with l

aw.

　　Members of a liquidation committee shall not accept bribes or other illegal income， or misappropriate the property of the company by taking advantage of their functions and powers.

　　Members of a liquidation committee who cause losses to the company of to its creditors， either willfully or through gross negligence， shall be liable for compensation.

　　Chapter Ⅸ

　　Branches of Foreign Companies

　　Article 199 A foreign company may， in accordance with this Law， establish a branch within the territory of the people's Republic of China to engage in production and business activities.

　　A foreign company mentioned in this Law means a company registered and incorporated outside the territory of the People's Republic of China in accordance with foreign laws.

　　Article 200 A foreign company that intends to establish a branch within the territory of the People's Republic of China must submit an application to the authorities in charge in China together with relevant documents such as its articles of association and the company's registration certificate issued by its country. Upon approval， it shall apply to the company registration authority for registration and for a business license for the branch according to law.

　　Measures for examining and approving the establishment of branches of foreign companies shall be formulated separately by the State Council.

　　Article 201 A foreign company that establishes a branch within the territory of the people's Republic of China must appoint its representative or agent within the territory of the people's Republic of China to take charge of the branch and shall allocate to the branch funds commensurate with the business which it is to engage in.

　　Where a minimum amount of operational funds is required for a branch of a foreign company， the State Council shall separately prescribe to that effect.

　　Article 202 A branch of a foreign company shall clearly indicate in its name the nationality and the form of liability of such foreign company.

　　The branch shall keep at its domicile a copy of the articles of association of such foreign company.

　　Article 203 A foreign company is a foreign legal person， so its branch established within the territory of the People's Republic of China shall not have the status of a Chinese legal person in China.

　　A foreign company shall bear civil liability for the operational activities engaged by its branch within the territory of the People's Republic of China.

　　Article 204 the business activities engaged in within the territory of the People's Republic of China by branches of foreign companies established upon approval must comply with the laws of China and shall not impair the social and public interest of China. The lawful rights and interests of such branches shall be protected by the laws of China.

　　Article 205 Where a foreign company dissolves its branch established within the territory of the people's Republic of China， it must pay off the branch's debts according to law and carry out liquidation in accordance with the relevant procedures concerning company liquidation provided for in this Law. The assets of the branch shall not be transferred out of the territory of the People's Republic of China prior to the full payment of its debts.

　　Chapter Ⅹ

　　Legal Responsibility

　　Article 206 Where a company obtains its registration by making a false report on its registered capital， submitting falsified certificates， or resorting to other fraudulent means to conceal important facts in violation of this Law when carrying out company registration， it shall be ordered to make re rectification； where a company makes a false report no its registered capital， it shall be fined an amount of not less than five percent but not more than ten percent of the registered capital falsely reported； where a company submits fals

ified certificates or resorts to other fraudulent means to conceal important facts， it shall be fined not less than 10， 000 Yuan but not more than 100， 000 Yuan. If the circumstances are serious， the registration of the company shall be revoked. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 207 Where a company issues shares or company bonds by making false prospectus on share offer， false subscription forms or false methods of offer of company bonds， it shall be ordered to stop the issuance and to refund the funds it has raised and the interest therefrom to the subscribers， and shall be fined not less than one percent but not more than five percent of the amount of the funds illegally raised. If a crime is constituted， criminal liabilities shall b investigated in accordance with law.

　　Article 208 Where a sponsor or a shareholder makes a false capital contribution by failing to pay the promised cash or tangible assets， or to transfer property rights， thereby deceiving the creditors and the general public， he shall be ordered to make rectification and be fined not less than five percent but not more than ten percent of the amount of the false capital contributions. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 209 Where a sponsor or a shareholder of a company surreptitiously withdraws his capital contribution after the incorporation of the company， rectification shall be ordered and he shall be fined not less than five percent but not more than ten percent of the amount of capital contribution surreptitiously withdrawn. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 210 Where a company issues shares or company bonds without the approval of the relevant department in charge as stipulated by this Law， it shall be ordered to stop the issuance and to refund with interest the funds it has raised， and a fine of not less than one percent but not more than five percent of the amount of the funds illegally raised shall be imposed. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 211 Where a company violates the provisions of this law by setting up account books in addition to statutory account books， it shall be ordered to make a rectification and it shall be fined not less than 10， 000 Yuan but more investigated in accordance with law.

　　Whoever deposits the assets of a company in a personal account shall be confiscated of the illegal gains and be fined not less than one time but not more than five times the amount of the illegal gains. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 212 Where a company submits to the shareholders and the general public false financial and accounting reports or reports concealing important facts， the persons in charge and other persons held directly responsible shall be fined not less than 10， 000 Yuan not more than 100， 000 Yuan. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 213 Where this Law is violated by converting the State-owned assets into shares at a depressed value， or selling them at low prices， or distributing them gratuitously to individuals， the persons in charge and other persons held directly responsible shall be given administrative sanctions in accordance with law. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 214 Where a director， a supervisor or the manager of a company takes advantage of his position and powers to accept bribes， to take other illegal gains or to misappropriate company property， he shall be confiscated of the illegal gains， ordered to return such property to the company， and given a sanction. If a crime

is constituted， criminal liabilities shall be investigated in accordance with law.

　　Where a director or the manager misappropriates company funds or lends company funds to another person， he shall be ordered to return such funds to the company； the gains derived thereform shall belong to the company： the company shall impose a sanction upon him. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Where a director or the manager violates the provisions of this Law by providing company assets as a guarantee for personal debts of a shareholder of its company or of another person， he shall be ordered to cancel the guarantee and shall be liable for compensation in accordance with law； the gains derived from the illegal provision of guarantee shall belong to the company. If the circumstances are serious， the company shall impose a sanction upon him.

　　Article 215 Where a director or the manager violates the provisions of this law by engaging for his own account or for another person in the same kind of business as his company is e

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