深圳经济特区国有独资有限公司条例_法律英语

深圳经济特区国有独资有限公司条例

文章来源：文章作者：发布时间：2007-05-29 03:00 字体： [大中小]　进入论坛

(单词翻译:双击或拖选)

深圳市人大常委会公告第81号
(Adopted at the Thirty-second Meeting of Standing¹ Committee of the Second Shenzhen Municipal People’s Congress on May 6, 1999.)
颁布日期：19990506 　实施日期：19990701 　颁布单位：深圳市人大常委会

　　Chapter I General Provisions

　　Article 1 In order to standardize² the organizations and activities of wholly state-owned limited companies, protect the lawful³ rights and interests of companies, shareholders⁵ and creditors⁷, safeguard social and economic order and promote the economic development of Shenzhen Special Economic Zone (hereinafter referred to as “Special Zone” ), these regulations are hereby formulated⁸ in light of the specific conditions of the Special Zone and in accordance with the Company Law of the People's Republic of China(hereinafter referred to as the “Company Law”).

　　Article 2 A wholly state-owned company in these regulations refers to a limited liability company, which invested in and established solely⁹ by state-owned subscriber¹⁰ according to these regulations in the Special Zone.

　　Article 3 A wholly state-owned limited company is an enterprise legal person.

　　In the case of a wholly state-owned limited liability company, the subscriber is liable to the company to the extent of the amount of its capital. A wholly state-owned limited liability company is liable for the debts of the company with all its assets. A company and its shareholder⁴ are units independent to each other.

　　The domicile of a company is the place where its principal place of business is located.

　　Article 4 A limited liability company established in accordance with these regulations shall have the words “wholly state-owned limited company”in its name.

　　Chapter II Establishment of Wholly State-owned Limited Companies

　　Article 5 To establish a wholly state-owned company in accordance with these regulations shall be approved by a state-authorized¹¹ department for administration of state-owned assets.

　　A wholly state-owned company shall be restricted to establish a new wholly state-owned company as an exclusive shareholder or the company as of the date these regulations take effect.

　　Article 6 A company, which engages in the production of special products or belongs to a specified¹² trade, shall be established in the form of a wholly state-owned limited company.

　　A company, which does not engage in the production of special products or belong to a specified trade, shall be strictly¹³ restricted to be established in the form of a wholly state-owned limited company.

　　Article 7 To establish a wholly state-owned limited company shall meet the following requirements:

　　(1) The investment contributed by shareholders meets the minimum amount of capital required by these regulations;

　　(2) The company's articles of association shall be formulated by the state-authorized department for administration of state-owned assets, or be formulated by the directorate and submitted to the state-authorized department for administration of state-owned assets for approval;

　　(3) There is a company name, and an organizational structure complying with the requirements for establishing a limited liability company; and

　　(4) There is a fixed¹⁴ place and necessary conditions for productions and operations.

　　Article 8 A wholly state-owned limited company’s registered capital is the capital actually contributed by the shareholder and registered with the company registration¹⁵ authorities.

　　The registered capital of a wholly state-owned limited company, which engages in the production of special products or belongs to a specified trade, shall not be less than RMB 2,000,000.

　　The registered capital of a wholly state-owned limited company, which does not engage in the production of special products or belong to a specified trade, shall not be less than RMB 500,000.

　　Article 9 The subscription¹⁶ by a subscriber shall abide¹⁷ by relevant provisions of the Company Law.

　　Article 10 The establishment of a wholly state-owned limited company shall be applied¹⁸ by the legal representative of the shareholder or the person consigned¹⁹ by the shareholder in accordance with these regulations.

　　Chapter III Shareholders of Wholly State-owned Limited Companies

　　Article 11 The shareholder exercises the following powers:

　　(1) To decide on the company's operational policies and investment plans;

　　(2) To nominate or appoint any director or supervisor²⁰;

　　(3) To examine and approve reports of the board of directors;

　　(4) To examine and approve reports of the board of supervisors²¹;

　　(5) To examine and approve the company's proposed annual financial budget and final accounts; and

　　(6) Other powers as prescribed by laws, regulations and company's articles of association.

　　Article 12 Shareholders shall not withdraw their capital contributions after the registration of the wholly state-owned limited company.

　　The shareholder, who illicitly²² withdraws its capital contribution, shall be jointly²⁴ liable for the debts of the wholly state-owned limited company.

　　Article 13 The shareholder may transfer its capital contributions with the consent of the state-authorized department for administration of state-owned assets or state-owned assets operation institution.

　　Article 14 Any deal between a wholly state-owned limited company and its shareholder shall be recorded in the memorials of the company or in other written forms.

　　Any deal between a wholly state-owned limited company established by shareholder’ s representative and the shareholder itself shall be prohibited.

　　Article 15 A wholly state-owned limited company shall not loan any company fund to its shareholder.

　　A wholly state-owned limited company shall not provide a guarantee for debts of its shareholder with the company's assets.

　　Article 16 Where a shareholder of a wholly state-owned limited company enjoys creditor⁶’s right against the company, it shall not enjoy the pre-emptive right against other creditors for claiming payment of the debts from the company.

　　Article 17 Where the institutions and finances of a shareholder and its wholly state-owned limited company are commingled²⁵ continuously, the shareholder shall bear joint²³ and several liabilities for debts of the company.

　　Article 18 The shareholder shall be deemed to excessively rig the company in case it falls into the following circumstances:

　　(1) There are unfair commerce clauses between the parent company and its subsidiary company, which lead to the transfer of the profits of the subsidiary company to the parent company or the loss of the parent company to the subsidiary company;

　　(2) The subsidiary company is part of its parent company all along other than an independent one;

　　(3) The subsidiary company has never established any independent institution; and

　　(4) The external deals of the parent company and its subsidiary company have never been clearly divided.

　　Where a shareholder excessively rigs a wholly state-owned limited company and causes the company loss its independence, it shall bear joint and several liabilities for debts of the company caused during the period it excessively rigged the company.

　　Chapter IV Institutions of Wholly State-owned Limited Companies

　　Article 19 A wholly state-owned company does not establish shareholder's meeting, the company's board of directors authorized by the shareholder is to exercise part of the powers of the shareholder’s meeting which stipulated²⁶ by Article 38 of the Company Law. But the decisions on merger²⁷, division, dissolution of the company, increase or decrease in capital and issue of corporate²⁸ bonds shall be made by the shareholder and approved by the state-authorized assets administrative²⁹ department.

　　Article 20 A wholly state-owned company shall establish a board of directors to exercise powers stipulated by Article 46 and Article 49 of the Company Law and Article 19 or these regulations. The term of office of the board of directors is three years.

　　Article 21 The board of directors of a wholly state-owned limited company shall have three to nine members, in which shall include representatives of the staff and workers of the company.

　　Article 22 The board of directors shall have a chairman and may have one vice-chairman if necessary. The chairman and the vice-chairman are designated from among the directors.

　　The chairman of the board of directors is the legal representative of the company.

　　Article 23 A wholly state-owned company shall have a manager who is appointed or dismissed by the board of directors. With the consent of the state-authorized department for administration of state-owned assets or state-owned assets operation institution, the chairman of the board of directors may act concurrently³⁰ as manager.

　　The manager shall exercise his powers in accordance with the provisions of Article 50 of the Company Law.

　　Article 24 The chairman and vice-chairman of the board of directors, directors and the manager of a wholly state-owned limited company shall not act concurrently as chief officers of other limited liability companies, companies limited by shares or other economic organizations without the consent of the state-authorized department for administration of state-owned assets or state-owned assets operation institution.

　　Article 25 A wholly state-owned company shall establish a board of supervisors, which shall include representatives of the staff and 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 relatively³¹ large amount of debts due and outstanding;

　　(3) Having taken the post of board chairman or manager in other companies and having not been audited³² 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 license³³ revoked³⁴ due to a violation³⁵ of the law and being personally liable;

　　(7) Having committed the offences of corruption³⁶, bribery³⁷, infringement³⁸ of property, misappropriation of property or sabotaging³⁹ 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 accounting⁴⁰ 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 guarantee 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 Transformation⁴¹ 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 vacancy⁴² 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 Supplementary⁴³ 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 standardized⁴⁴ 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.

点击

收听单词发音

1 standing
n.持续，地位；adj.永久的，不动的，直立的，不流动的
参考例句：
After the earthquake only a few houses were left standing.地震过后只有几幢房屋还立着。 They're standing out against any change in the law.他们坚决反对对法律做任何修改。

2 standardize
v.使符合标准，使标准化
参考例句：
We will extend and standardize legal services and provide effective legal aid.拓展和规范法律服务，积极开展法律援助。 There is a drive both to standardise components and to reduce the number of models on offer.正在为实现零部件标准化和减少推出的型号数量而努力。

3 lawful
adj.法律许可的，守法的，合法的
参考例句：
It is not lawful to park in front of a hydrant.在消火栓前停车是不合法的。 We don't recognised him to be the lawful heir.我们不承认他为合法继承人。

4 shareholder
n.股东，股票持有人
参考例句：
The account department have prepare a financial statement for the shareholder.财务部为股东准备了一份财务报表。 A shareholder may transfer his shares in accordance with the law.股东持有的股份可以依法转让。

5 shareholders
n.股东( shareholder的名词复数 )
参考例句：
The meeting was attended by 90% of shareholders. 90%的股东出席了会议。 the company's fiduciary duty to its shareholders 公司对股东负有的受托责任

6 creditor
n.债仅人，债主，贷方
参考例句：
The boss assigned his car to his creditor.那工头把自己的小汽车让与了债权人。 I had to run away from my creditor whom I made a usurious loan.我借了高利贷不得不四处躲债。

7 creditors
n.债权人，债主( creditor的名词复数 )
参考例句：
They agreed to repay their creditors over a period of three years. 他们同意3年内向债主还清欠款。来自《简明英汉词典》 Creditors could obtain a writ for the arrest of their debtors. 债权人可以获得逮捕债务人的令状。来自《简明英汉词典》

8 formulated
v.构想出( formulate的过去式和过去分词 )；规划；确切地阐述；用公式表示
参考例句：
He claims that the writer never consciously formulated his own theoretical position. 他声称该作家从未有意识地阐明他自己的理论见解。来自《简明英汉词典》 This idea can be formulated in two different ways. 这个意思可以有两种说法。来自《现代汉英综合大词典》

9 solely
adv.仅仅，唯一地
参考例句：
Success should not be measured solely by educational achievement.成功与否不应只用学业成绩来衡量。 The town depends almost solely on the tourist trade.这座城市几乎完全靠旅游业维持。

10 subscriber
n.用户，订户；（慈善机关等的）定期捐款者；预约者；签署者
参考例句：
The subscriber to a government loan has got higher interest than savings. 公债认购者获得高于储蓄的利息。来自辞典例句 Who is the subscriber of that motto? 谁是那条座右铭的签字者？来自辞典例句

11 authorized
a.委任的，许可的
参考例句：
An administrative order is valid if authorized by a statute.如果一个行政命令得到一个法规的认可那么这个命令就是有效的。

12 specified
adj.特定的
参考例句：
The architect specified oak for the wood trim. 那位建筑师指定用橡木做木饰条。 It is generated by some specified means. 这是由某些未加说明的方法产生的。

13 strictly
adv.严厉地，严格地；严密地
参考例句：
His doctor is dieting him strictly.他的医生严格规定他的饮食。 The guests were seated strictly in order of precedence.客人严格按照地位高低就座。

14 fixed
adj.固定的，不变的，准备好的；(计算机)固定的
参考例句：
Have you two fixed on a date for the wedding yet?你们俩选定婚期了吗？ Once the aim is fixed,we should not change it arbitrarily.目标一旦确定，我们就不应该随意改变。

15 registration
n.登记，注册，挂号
参考例句：
Marriage without registration is not recognized by law.法律不承认未登记的婚姻。 What's your registration number?你挂的是几号？

16 subscription
n.预订，预订费，亲笔签名，调配法，下标（处方）
参考例句：
We paid a subscription of 5 pounds yearly.我们按年度缴纳5英镑的订阅费。 Subscription selling bloomed splendidly.订阅销售量激增。

17 abide
vi.遵守；坚持；vt.忍受
参考例句：
You must abide by the results of your mistakes.你必须承担你的错误所造成的后果。 If you join the club,you have to abide by its rules.如果你参加俱乐部，你就得遵守它的规章。

18 applied
adj.应用的；v.应用，适用
参考例句：
She plans to take a course in applied linguistics.她打算学习应用语言学课程。 This cream is best applied to the face at night.这种乳霜最好晚上擦脸用。

19 consigned
v.把…置于（令人不快的境地）( consign的过去式和过去分词 )；把…托付给；把…托人代售；丟弃
参考例句：
I consigned her letter to the waste basket. 我把她的信丢进了废纸篓。 The father consigned the child to his sister's care. 那位父亲把孩子托付给他妹妹照看。来自《现代英汉综合大词典》

20 supervisor
n.监督人，管理人，检查员，督学，主管，导师
参考例句：
Between you and me I think that new supervisor is a twit.我们私下说，我认为新来的主管人是一个傻瓜。 He said I was too flighty to be a good supervisor.他说我太轻浮不能成为一名好的管理员。

21 supervisors
n.监督者，管理者( supervisor的名词复数 )
参考例句：
I think the best technical people make the best supervisors. 我认为最好的技术人员可以成为最好的管理人员。来自辞典例句 Even the foremen or first-level supervisors have a staffing responsibility. 甚至领班或第一线的监督人员也有任用的责任。来自辞典例句

22 illicitly
违法地，不正地
参考例句：
That substance illicitly to fool quality-inspection testers because it can mimic the properties of protein. 乳制品之所以添加三聚氰胺是因为它可以虚增蛋白质含量、在质量测试中蒙混过关。 Western governments international bodies should police Gaza's borders and crossing-points to stop weapons illicitly coming in. 西方政府和国际组织应该巡查加沙边界和交叉区域，阻止武器的非法流入。

23 joint
adj.联合的，共同的；n.关节，接合处；v.连接，贴合
参考例句：
I had a bad fall,which put my shoulder out of joint.我重重地摔了一跤，肩膀脫臼了。 We wrote a letter in joint names.我们联名写了封信。

24 jointly
ad.联合地，共同地
参考例句：
Tenants are jointly and severally liable for payment of the rent. 租金由承租人共同且分别承担。 She owns the house jointly with her husband. 她和丈夫共同拥有这所房子。

25 commingled
v.混合，掺和，合并( commingle的过去式和过去分词 )
参考例句：
Tears commingled with the blood from the cut on his face. 眼泪和他脸上伤口流的血混在一起了。来自《简明英汉词典》 Fact is inextricably commingled with fiction. 事实与虚构混杂难分。来自《简明英汉词典》

26 stipulated
vt.& vi.规定；约定adj.[法]合同规定的
参考例句：
A delivery date is stipulated in the contract. 合同中规定了交货日期。 Yes, I think that's what we stipulated. 对呀，我想那是我们所订定的。来自辞典例句

27 merger
n.企业合并，并吞
参考例句：
Acceptance of the offer is the first step to a merger.对这项提议的赞同是合并的第一步。 Shareholders will be voting on the merger of the companies.股东们将投票表决公司合并问题。

28 corporate
adj.共同的，全体的；公司的，企业的
参考例句：
This is our corporate responsibility.这是我们共同的责任。 His corporate's life will be as short as a rabbit's tail.他的公司的寿命是兔子尾巴长不了。

29 administrative
adj.行政的，管理的
参考例句：
The administrative burden must be lifted from local government.必须解除地方政府的行政负担。 He regarded all these administrative details as beneath his notice.他认为行政管理上的这些琐事都不值一顾。

30 concurrently
adv.同时地
参考例句：
He was given two twelve month sentences to run concurrently. 他两罪均判12个月监禁，同期执行。来自《简明英汉词典》 He was given two prison sentences, to run concurrently. 他两罪均判监禁，同期执行。来自辞典例句

31 relatively
adv.比较...地，相对地
参考例句：
The rabbit is a relatively recent introduction in Australia.兔子是相对较新引入澳大利亚的物种。 The operation was relatively painless.手术相对来说不痛。

32 audited
v.审计，查账( audit的过去式和过去分词 )
参考例句：
The accounts have to be audited by a firm of external auditors. 这些账目必须由一家外聘审计员的公司来稽查。来自《简明英汉词典》 E. g. few if any charities collection publishes audited accounts. 例如很少义款收集有公布经过查核的帐目。来自互联网

33 license
n.执照，许可证，特许；v.许可，特许
参考例句：
The foreign guest has a license on the person.这个外国客人随身携带执照。 The driver was arrested for having false license plates on his car.司机由于使用假车牌而被捕。

34 revoked
adj.[法]取消的v.撤销，取消，废除( revoke的过去式和过去分词 )
参考例句：
It may be revoked if the check is later dishonoured. 以后如支票被拒绝支付，结算可以撤销。来自辞典例句 A will is revoked expressly. 遗嘱可以通过明示推翻。来自辞典例句

35 violation
n.违反(行为)，违背(行为)，侵犯
参考例句：
He roared that was a violation of the rules.他大声说，那是违反规则的。 He was fined 200 dollars for violation of traffic regulation.他因违反交通规则被罚款200美元。

36 corruption
n.腐败，堕落，贪污
参考例句：
The people asked the government to hit out against corruption and theft.人民要求政府严惩贪污盗窃。 The old man reviled against corruption.那老人痛斥了贪污舞弊。

37 bribery
n.贿络行为，行贿，受贿
参考例句：
FBI found out that the senator committed bribery.美国联邦调查局查明这个参议员有受贿行为。 He was charged with bribery.他被指控受贿。

38 infringement
n.违反；侵权
参考例句：
Infringement of this regulation would automatically rule you out of the championship.违背这一规则会被自动取消参加锦标赛的资格。 The committee ruled that the US ban constituted an infringement of free trade.委员会裁定美国的禁令对自由贸易构成了侵犯

39 sabotaging
阴谋破坏（某事物）( sabotage的现在分词 )
参考例句：
Mr Smith fiercely denied any question of sabotaging the talks. 史密斯先生坚决拒绝任何企图阻挠谈话的提问。 Failed in sabotaging APEC summit in Sydney of Australia. 澳大利亚悉尼APEC会议遭遇惨败。

40 accounting
n.会计，会计学，借贷对照表
参考例句：
A job fell vacant in the accounting department.财会部出现了一个空缺。 There's an accounting error in this entry.这笔账目里有差错。

41 transformation
n.变化；改造；转变
参考例句：
Going to college brought about a dramatic transformation in her outlook.上大学使她的观念发生了巨大的变化。 He was struggling to make the transformation from single man to responsible husband.他正在努力使自己由单身汉变为可靠的丈夫。

42 vacancy
n.（旅馆的）空位，空房，（职务的）空缺
参考例句：
Her going on maternity leave will create a temporary vacancy.她休产假时将会有一个临时空缺。 The vacancy of her expression made me doubt if she was listening.她茫然的神情让我怀疑她是否在听。

43 supplementary
adj.补充的，附加的
参考例句：
There is a supplementary water supply in case the rain supply fails.万一主水源断了，我们另外有供水的地方。 A supplementary volume has been published containing the index.附有索引的增补卷已经出版。

44 standardized
adj.标准化的
参考例句：
We use standardized tests to measure scholastic achievement. 我们用标准化考试来衡量学生的学业成绩。 The parts of an automobile are standardized. 汽车零件是标准化了的。

上一篇：深圳经济特区产品质量管理条例下一篇：国务院办公厅关于行政法规解释权限和程序问题的通知