【正文】 sation.Article 22 The resolution adopted by the shareholders assembly or the shareholders general assembly or the board of directors of a pany, which in content violates laws or administrative regulations, shall be invalid.Where the procedures for convening the meeting of the shareholders assembly or the shareholders general assembly, or the board of directors, or the voting formulas are against laws, administrative regulations or the Articles of association of a pany, or the content of the resolution adopted is against the pany’s Articles of association, the shareholders may, within 60 days from the date the resolution is adopted, request the people’s court to rescind the resolution.Where shareholders take legal proceedings in accordance with the provisions of the preceding paragraph, the people’s court may, upon request of the pany, demand the shareholders to provide appropriate guarantee.Where a pany has registered for alteration in accordance with the resolution adopted by the shareholders assembly, the shareholders general assembly or the board of directors, and the people’s court declares the resolution invalid or rescinds it, the pany shall apply for cancellation of the registration for such alteration.Chapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1 IncorporationArticle 23 The following conditions shall be met for the incorporation of a pany with limited liability:(1) The number of shareholders conforms to the statutory number。 and the shareholders of a pany limited by shares shall assume liability towards the pany to the extent of the shares subscribed respectively by them.Article 4 The shareholders of a pany shall, in accordance with law, enjoy such rights as benefiting from the assets of the pany, participation in making major decisions and selection of managerial personnel.Article 5 In its operational activities, a pany shall abide by laws and administrative regulations, observe social morals and mercial ethics, persist in honesty and good faith, accept supervision by the government and the public, and assume social responsibility.The legitimate rights and interests of panies shall be protected by law, and shall be inviolable.Article 6 Where an entity intends to incorporate a pany, it shall, in accordance with law, apply to a pany registration authority for registration of such incorporation. Where the conditions for incorporation provided for by this Law are met, the pany registration authority shall have the pany registered as a pany with limited liability or a pany limited by shares。Order of the President of the People’s Republic of China No. 42The Companies Law of the People’s Republic of China has been revised and adopted at the 18th Meeting of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005, and its revised version is hereby promulgated and shall go into effect as of January 1, 2006.Hu JintaoPresident of the People’s Republic of ChinaOctober 27, 2005Companies Law of the People’s Republic of China(Adopted at the 5th Meeting of the Standing Committee of the Eighth National People’s Congress on December 29, 1993。 and revised at the 18th Meeting of the Standing Committee of the Tenth National People’s Congress on October 27, 2005)ContentsChapter I General ProvisionsChapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1 IncorporationSection 2 Organizational StructureSection 3 Special Provisions on Oneperson Companies with Limited LiabilitySection 4 Special Provisions on Wholly Statedowned CompaniesChapter III Equity Transfer of Companies with Limited LiabilityChapter IV Incorporation and Organizational Structure of a Company Limited by SharesSection 1 IncorporationSection 2 Shareholders General AssemblySection 3 Board of Directors, and the ManagerSection 4 Board of SupervisorsSection 5 Special Provisions on Organizational Structure of Listed CompaniesChapter V Issue and Transfer of Shares of Companies Limited by SharesSection 1 Issue of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of Directors, Supervisors and Senior Managers of CompaniesChapter VII Corporate BondsChapter VIII Financial Affairs and Accounting of CompaniesChapter IX Merger and Division of Companies, Increase and Reduction of CapitalChapter X Dissolution and Liquidation of CompaniesChapter XI Branches of Foreign CompaniesChapter XII Legal ResponsibilityChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is enacted in order to standardize the organization and behavior of panies, to protect the legitimate rights and interests of panies, shareholders and creditors, to maintain the socioeconomic order and to promote the development of the socialist market economy.Article 2 For the purposes of this Law, the term pany refers to a pany with limited liability or a pany limited by shares incorporated within the territory of the People’s Republic of China in accordance with this Law.Article 3 A pany is an enterprise legal person, which has independent property of a legal person and enjoys the property rights of a legal person. The pany shall be liable for its debts to the extent of its entire property.Shareholders of a pany with limited liability shall assume liability towards the pany to the extent of the capital contributions subscribed respectively by them。 and where norms for the gross amount of investments or guarantees and for the amount of a single investment or guarantee are specified in the pany’s Articles of association, such norms shall not be exceeded.Where a pany intends to provide a guarantee for its shareholder or its actual controller, the matter shall be subject to a resolution adopted by its shareholders assembly or shareholders general assembly.The shareholder specified in the