Guidelines for Supervision of Unlisted Public Companies No. 3 - Essential Clauses of Articles of Association
Guidelines for Supervision of Unlisted Public Companies No. 3 - Essential Clauses of Articles of Association
Guidelines for Supervision of Unlisted Public Companies No. 3 – Essential Clauses of Articles of Association
Announcement of China Securities Regulatory Commission [2013] No.3
January 4, 2013
For the purpose of guiding the unlisted public companies to optimize their corporate governance, the Guidelines for Supervision of Unlisted Public Companies No. 3 – Essential Clauses of Articles of Association is hereby promulgated and shall take effect as of the date of promulgation.
Guidelines for Supervision of Unlisted Public Companies No. 3 – Essential Clauses of Articles of Association
Article 1 The articles of association of the companies (hereinafter referred to as the "Articles") shall satisfy the relevant provisions of these Guidelines.
Article 2 The general provisions of the Articles shall specify the legal effect of the Articles, and stipulate that as of the date of entry into force of the Articles, the Articles shall be legal document regulating the organization and acts of the company, and binding the rights and obligations between the company and the shareholders, and between the shareholders and shareholders and shall have legal binding force on the company and its shareholders, directors, supervisors and senior officers.
Article 3 The Articles shall specify that the shares of the company are registered shares and shall define the registration and depository institutions of the stocks of the company and the management provisions on the register of shareholders.
Article 4 The Articles shall specify the detailed arrangements to ensure the rights of the shareholders for knowledge, participation, query and voting.
Article 5 The Articles shall specify the detailed arrangements to prevent the shareholders and related parties from occupying or diverting the funds, assets and other resources of the company.
Article 6 The Articles shall specify the fiduciary duties of the controlling shareholders and actual controllers of the company, and specifically stipulate that the controlling shareholders and the actual controllers shall in no event damage the legitimate rights and interests of the company and other shareholders and the controlling shareholders and actual controllers shall bear the liability for damages in the event of violation of any law, regulation or the Articles and causing loss to the company and other shareholders.
Article 7 The Articles shall specify the scope of material issues that shall be submitted for discussion at the shareholders'meeting.
......
Announcement of China Securities Regulatory Commission [2013] No.3
January 4, 2013
For the purpose of guiding the unlisted public companies to optimize their corporate governance, the Guidelines for Supervision of Unlisted Public Companies No. 3 – Essential Clauses of Articles of Association is hereby promulgated and shall take effect as of the date of promulgation.
Guidelines for Supervision of Unlisted Public Companies No. 3 – Essential Clauses of Articles of Association
Article 1 The articles of association of the companies (hereinafter referred to as the "Articles") shall satisfy the relevant provisions of these Guidelines.
Article 2 The general provisions of the Articles shall specify the legal effect of the Articles, and stipulate that as of the date of entry into force of the Articles, the Articles shall be legal document regulating the organization and acts of the company, and binding the rights and obligations between the company and the shareholders, and between the shareholders and shareholders and shall have legal binding force on the company and its shareholders, directors, supervisors and senior officers.
Article 3 The Articles shall specify that the shares of the company are registered shares and shall define the registration and depository institutions of the stocks of the company and the management provisions on the register of shareholders.
Article 4 The Articles shall specify the detailed arrangements to ensure the rights of the shareholders for knowledge, participation, query and voting.
Article 5 The Articles shall specify the detailed arrangements to prevent the shareholders and related parties from occupying or diverting the funds, assets and other resources of the company.
Article 6 The Articles shall specify the fiduciary duties of the controlling shareholders and actual controllers of the company, and specifically stipulate that the controlling shareholders and the actual controllers shall in no event damage the legitimate rights and interests of the company and other shareholders and the controlling shareholders and actual controllers shall bear the liability for damages in the event of violation of any law, regulation or the Articles and causing loss to the company and other shareholders.
Article 7 The Articles shall specify the scope of material issues that shall be submitted for discussion at the shareholders'meeting.
......