深圳经济特区国有独资有限公司条例 Regulations of Shenzhen Special Economic Zone on Wholly State-Owned Limited Compani

d workers of the company. The term of office of the board of supervisors is three years.

　　The board of supervisors or the supervisions shall exercise their powers in accordance with Article 54 of the Company Law.

　　Article 26 Any person shall not serve as a director, supervisor or manager of a wholly state-owned limited company in case he falls into the following circumstances:

　　(1) Without civil capacity or with restricted civil capacity;

　　(2) Having a relatively large amount of debts due and outstanding;

　　(3) Having taken the post of board chairman or manager in other companies and having not been audited for outgoing post or having been audited and proved to have committed illegal economic acts;

　　(4) Causing gross loss to the company as a result of fault decision;

　　(5) Causing loss to the company in each of the two previous years as a result of mismanagement, and the loss keeps on increasing;

　　(6) Being the legal representatives of a company or enterprise which has its business license revoked due to a violation of the law and being personally liable;

　　(7) Having committed the offences of corruption, bribery, infringement of property, misappropriation of property or sabotaging the socioeconomic order, and having been sentenced to criminal penalties or subject to administrative sanctions; and

　　(8) Other circumstances as stipulated by laws and administrative regulations.

　　Chapter V Finance and Account of Wholly State-owned Limited Companies

　　Article 27 A wholly state-owned limited company shall establish its financial and accounting systems according to laws, administrative regulations and the regulations of the responsible finance department of the State Council.

　　Article 28 A wholly state-owned limited company shall prepare its financial and accounting report in accordance with Article 175 of the Company Law.

　　Article 29 The distribution of annual after-tax profits of a wholly state-owned limited company shall abide by Article 175 of the Company Law.

　　Article 30 A wholly state-owned limited company shall not provide a g

uarantee for debts of any individual or organization provide that it has not been approved by the state-authorized department for administration of state-owned assets or state-owned assets operation institution.

　　Chapter VI Transformation of Corporate Form

　　Article 31 Where a wholly state-owned limited company is to change its corporate form, it shall have the approval of the state-authorized department for administration of state-owned assets.

　　Article 32 In the case of change of shareholder, a wholly state-owned limited company shall notify its creditors within ten days of the date of the company's resolution to change and shall publish public notices in a newspaper at least three times within thirty days of the date of the company's resolution to change. A creditor has the right within thirty days of receiving such notice from the company (or, for creditors who do not receive the notice, within ninety days of the date of the first public notice) to demand that the company repay its debts to that creditor or provide a corresponding guarantee for such debt. A wholly state-owned limited company, which does not repay its debts or provide corresponding guarantees for such debts, shall not change its shareholder.

　　Article 33 In the case of adjustment of industrial structure or vacancy of shareholder, a limited liability company with two or more shareholders may transform to a wholly state-owned limited company according to approval procedures stipulated by these regulations.

　　Chapter VII Supplementary Provisions

　　Article 34 The Company Law and other relevant laws and regulations shall be applicable to the matters that are not specifically stipulated by these regulations.

　　Article 35 After the effective date of the Company Law, the state-owned companies including all internal union enterprises owned by the whole people, which have not been standardized in accordance with the Company Law, shall be standardized in two years from the date these regulations take effect in accordance with these regulations or the Company Law and be re-registered.

　　Article 36 These regulations shall take effect as of July 1, 1999

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