This article analyses how to combine the local economic development status and topographical features make “western China tourism leisure”, and to build green, humanity travel resort related Suggestions.

Along with the economic and social development and people living standard rise ceaselessly, tourism and leisure share will improve, HuaYin city offered to strive to create “western China tourism leisure”. Is to put the HuaYin to a higher level position. This paper is how to better and faster create “leisure”, do some preliminary exploration and thinking.

A, “tourism leisure” to highlight a “scene” word.

HuaYin huashan have not only, still have the abundant tourism resources; HuaYin mountain without water, the mountain limited capacity; Mountain scenic spot is many, it looks very little. We should change the thought, down in the tourism resources development of the new world, in orbit around the huashan mountains on supporting the. In recent years, HuaYin tourism industry though obtained fast development, but HuaYin besides mountain scenic spot the rich, the little, although have spots, many did not develop. Therefore, puts forward that we should change the past “mountain, the expansion LiuKe” for “mountain scenery, the LiuKe”. Because, the landscape, the mountain is not so easy expansion, lane is bad to also can destroy the landscape. Thus shall be under the mountain scenery fluctuation kongfu. Together with the cable and west Tong high-speed built, tourists come, easy go. Should try to let visitors at the foot of the stay for longer, can achieve stimulating consumption, increase the income, the purpose of the boom of the local economy. Rivers, is a place where the basis and premise of scenery graceful. Advice to build “too China lake” (building city river park is very good). Can store water, make full use of the water resources development of tourism industry, huashan feet for XinJing add, is a flood control and security project. In the long run, the lake also with formation water resources recycling use groundwater. Natural scenery, man-made, shenzhen has “splendid China”, yunnan has “the world horticultural exposition”, “east capital” to have a “peony”, we HuaYin can also make “Chinese rose will”. “Mountain flower ecological demonstration garden”. In expanding the huashan mountains in time and extension.

Second, leisure tourism to highlight a “green” word.

First of all, have to “green”. Must be advocating healthy diet, ecological diet, the development of the local characteristics snacks. So, we should let visitors can eat and relaxed, and let visitors safe to eat. This will give our guesthouse, hotel, restaurant industry given strict requirements.

Second, live to “green”. Now, people living environment, do not have to how high-grade hardware. For example, the hotel room in place some high-grade, rare flowers, can a pleasing to the eye, and also can purify air. Three is to do a “green”. HuaYin as the ancient city of xi ‘an “back yard garden”, as “the first city of its central” to have green, as leisure travel more to have green. HuaYin people much less, but non-cultivated land area is really many, planting trees that can generate economic benefits, the more important and ecological benefit, tourism benefits, environmental benefits.

Three, leisure tourism to put an end to a “dirty” word.

Due to the influence of the traditional economic growth view, tourism activities, from the overall still not completely out of the extensive development mode, lead to landscape ecological degeneration of low quality, unsustainable phenomenon. HuaYin can be called a is rapidly emerging tourist city. Investment promotion, expand the development, is undoubtedly correct, but, must can’t make what “pollution investors”

, pollution small also can’t have. As a “tourism leisure”, more should instead be attention, take excellent care.

Four, leisure tourism mining a “culture” word.

Known as a “shaolin temple” of the movie, the tourist industry of songshan forward into a new climax; A AWu singing than the have a beautiful place “, become the pronoun of yunnan scenery, masterpiece. We mountain, the “HuaYue fairy palm”, “chess pavilion”, “mountain, high precision”, which can be a world of mind “advocate” or mountain, the representative? Reason is the lack of big, high-level and celebrities, drama, the card’s marketing campaign, even a decent “CD” also have no.

In recent years, “shaanxi HuaYin old chamber group” in Beijing after the popular, to HuaYin tourists want to enjoy HuaYin old chamber, it is not easy.

Many historical allusion huashan feet, cultural landscape, but the lack of mining and the integration. West YueMiao within the “the first one pillar”, if no one explanation, who can be seen; YangZhen “hang down the SiZhi”, not even a inscription also have no, only one is not like the landscape of the portrait, the young’s “innocent ChuanGu” in the contemporary incorruptness construction and anti-corruption tide, only the city’s only recently did a “SiZhi” web site. “A cypress a stone at the well” is a rich in poetic humanities landscape of, now but water Withers, cypress died, ShiFei……. So HuaYin heavy historical and cultural brilliance, urgently awaits to development.

Construction “western China tourism leisure”, it is to need through the long-term efforts. But, as long as we stick to the scientific development, harmonious development, cross-realm development idea not be moved, a new hope HuaYin-the charm of “west China tourism leisure”, will quickly, on the track of healthy development.

Ecological moral construction is the marxist view of nature and of the concept of scientific development theory demands, is our country rural in the construction of socialist spiritual civilization is an important part of achieving rural sustainable development and training of the 21 st century new farmers is the inevitable requirement of. New socialist rural ecological moral construction must always adhere to the equality, harmony, justice, moderate, the principle of unified planning, enhancing ecological moral propaganda and education, and actively developing ecological agriculture, cultivating moral emotion, set up the rural ecological moral construction supervision mechanism, and ethical conduct, and finally establish ecological moral evaluation mechanism, consolidate moral construction achievements.

Of the fifth plenary session of the proposed the construction socialism new countryside objectives and concrete standard, called “production development, life well-off, countryside civilization, village neatly, democratic management”, made clear in the new rural construction of major task, and the new rural construction and the construction of socialist harmonious society to unify, puts forward the protection of the natural environment, and create resource conservation and environment friendly society requirements. The party congress and ecological civilization, this new window written into the party’s report, civilization ecology villages has become a new socialist rural comprehensive create carrier. Therefore, no matter from rural sustainable economic and social development or from the comprehensive development of training new farmers for, strengthen the socialist new rural construction of ecological ethics is especially important.

A new socialist countryside, the necessity of the ecological moral construction.

1. The marxist view of nature and of the concept of scientific development theory demands.

Ecological ethics marxist view of nature is an important part, it mainly includes the following four aspects: first, as a natural beings is part of nature, human produce, multiply and evolution is in nature in the course of development of long-term gradually finish. Second, human beings should respect and to nature. Labor is the human and the nature on the material transformation method, human nature in the process of transformation, should respect and treat natural, protect the natural ecological system stability and evolve, pay attention to sustainable development. Third, we should respect human nature based on objective of the full play of their subjective initiative. Karl Marx, with human development and utilization of natural ability to further strengthen, human beings are enjoying the modern civilization and the gift of nature at the same time, the contradiction each other and not harmonious factors will gradually revealed. Only people who follow objective ecological law, can give full play to their own subjective initiative, with human intelligence to eliminate these conflicts. Fourth, should adhere to the system, science and technology progress and humanitarian the principle of unifying the in order to realize the harmony between man and nature. Karl Marx, look from appearance, with the development of productive forces, people and the nature appear alienation, but from the essence perspective, this is man and man, man and society, the alienation of reaction, to solve the problem of the troubled all mankind, only human liberation, eliminate the alienation of man and society. The harmonious development between human and nature is the ecological view of marxism is an important component of the scientific concept of development is also the theory of the core. The scientific development outlook attaches importance to the natural person is an indispensable part of the people to fully respect nature, love nature, reasonable utilization of nature, and the nature harmonious coexistence, coordinated development; Sustainable development is the inevitable requirement of the concept of scientific development, human in the pursuit of economic growth, meet the demand of the material in the same time, to fully consider the bearing capacity of the ecological environment, the ability of future generations to fully consider the intergenerational interests, the macro and micro interest interest, long-term interests and immediate interests, the primary interests and secondary interest, whole interests and the interests of the part organic combine, advance human and the nature harmonious development of the system, to achieve the coexistence of mankind and nature, and realize the sustainable development of man and nature. The scientific development view the human and the nature of the relationship between knowledge and marxist view of nature is to come, is a socialist of ecological ethic thought essence. For the socialism new rural construction of ecological ethics laid a solid theoretical foundation.

2. The spiritual civilization construction in the countryside is an important part.

Ecological moral consciousness is the measure of the national quality is an important aspect, is the socialism new rural construction of spiritual civilization is an important part of the modern civilization of complex structure. Along with the development of human civilization of mankind for natural understanding also gradually changed from a representation to essence, from perceptual to rational regression process. Among them, how to properly handle the relationship between human and nature is national civilization and social progress of a ruler. According to the needs of the people theory, human survival first to solve such as dietary men and women of the material life demand, when these conditions fulfilled, one must have higher levels of material and spiritual pursuits, for example, a beautiful environment suitable living environment, efficient and convenient public transportation, popular ecological culture, and so on. Among them, the quality of the environment will not only affect the quality of the residents of material life, also can affect human quality of life, body and mind health and happiness index. The construction of socialist new rural farmers ecological moral system, will greatly promote spiritual civilization construction. Specifically, the main content of the ecological moral ecological ethics consciousness, including ecological ethics and ecological aesthetic concepts and so on three aspects. Ecological ethics consciousness is the request citizens actively set up to protect the environment and global idea whole consciousness. Ecological protection to get rid of the narrow sense of self and local protectionism, on human and future generations of the interests of the whole. Ecological ethics that is set up from ecological moral knowledge, ecological moral emotion, ecological moral behavior, the trinity of morality and regulation and the mechanism of rewards and punishments to regulate individual behavior, environment environment collective behavior, environment, environmental professional behavior decision-making behavior, etc. Ecological aesthetics education’s purpose is to develop the citizens of aesthetic appreciation, aesthetic expression and aesthetic creation ability, to form the correct aesthetic perspective, feel the ecological beauty pleasure, and help them to establish a correct ecological civilization view, adhere to the “three synchronous” (economic construction, urban and rural construction and environmental construction) principle and “three unified” (economic benefits and social benefits, environmental benefits) development principle, in order to realize people and nature, people and people, people and society in harmony.

3. Rural sustainable development and new farmers comprehensive development intrinsic request.

Sustainable development is a new development strategy conception, is changing the way of human development, also is the human production, and consumption patterns and the way of thinking the revolutionary transformation. The sustainable development of the concept of the core idea of the emphasis that, in the relationship between the people constantly optimize the premise, realize ecological, economic, social, and other comprehensive benefits, and achieve man and society, man and nature of the best combination and sustainable development. In rural areas, and some local eager for quick success and instant benefit the goose that lays the golden eggs, excessive pursue the economic efficiency, ignore the intergenerational benefit, ecological environment pollution is serious, restricts the sustainable development of the local economy. To strengthen the construction of ecological ethics, to strengthen farmers for the sustainable development of the importance and urgency of understanding, awaken farmers the sense of crisis and establish ecological consciousness, thus effectively stop destroying ecological moral behavior. The construction of a new socialist countryside is the key link of cultivating new type farmers and the rural human resources into human capital. The farmers ecological morals education, it is to strengthen the construction of one of the farmers moral content. Ecological moral education from the shape of the ecological farmers to rational spread, the farmers grow into ecological morals workers have, for the construction of a socialist harmonious society has sustainable development talent. Fundamentally, is made with excellent ecological moral consciousness, ecological moral quality and behavior of the new farmers, so that they have to protect the environment of the strong responsibility, love of nature, and nature as friend, has put the development and utilization of natural and protecting natural combination of consciousness, has for maintaining ecological balance and dedicated spirit.

Two, the socialism new rural construction of ecological moral principles.

1. Equal harmonious principle.

The ecological environment has its own rules of the development of the value of the natural environment is not unlimited, as part of the human nature, will follow the inherent law of nature, only to such laws, human in their natural environment in order to continue growing. Ecological moral education purpose is to achieve the harmony of man and nature, the formation of ecological ethics, help to the harmonious development of human and nature, human relations the coordination and socialist spiritual civilization construction. The farmers are all production activities and life directly on the ecological environment, so the more should respect and comply with the inherent law of ecological environment, set up and ecological environment equal harmonious ideas. This and ecological environment equal harmonious idea, is not the place of farmers to environment without interference, but in respect for nature, and on the basis of maximize their own subjective initiative, and found that know the inherent law of the rural ecological environment, and according to this law to production and life. Only in this way, can ease tensions in man and nature, man and nature to settlement, keep the harmonious development between human and nature.

2. The principles of justice.

The new rural construction of ecological ethics must pay special attention to the benefits justice, in particular, the ecological ethics in the category of “benefit justice” principles mainly involves people and the nature of the relationship between heaven and earth, people in the common development, utilization, protection of the rights and obligations of the natural process, as well as the relations between the long haul based on the relationship between the present and future generations. First is the person to justice, or human and nature should maintain a fair relations, human to rationally treat natural, reasonable temperance desire, the effective use of resources, prevent environmental pollution, and protect biodiversity, maintain the stability of the ecological system, realize the harmonious development between man and nature. Second generation is in justice, or human in the exploitation and utilization of natural process, must be clear, access and benefit sharing equal opportunity, share the responsibility. Its purpose is to emphasize social different individuals, between different groups to fair enjoy and protect the natural resources, to justice have to natural resources and environment protection of the rights and obligation; More requirements for advanced rich areas in protecting the ecological environment to undertake poverty areas behind than more responsibility and duty. The last is the intergenerational justice, is mainly refers to the earth limited resources in different generations and generations of reasonable distribution between and compensation.

3. Moderate principle.

Proper development is the socialism new rural ecological construction process must adhere to the principles of rationality. First, the proper development. To completely reverse only heavy quantity not heavy quality, and just eyes regardless of the future, only heavy growth not heavy structure of the vulgar rural business model, moderately developing traditional rural industry, and develop the ecological and environmental protection agriculture, ecological environment as potential material wealth and potential productivity protected. Second, moderate consumption. To actively advocate consumption civilized ecological and consumption, consumption of right amount. Consumer goods in the design, production, packaging, circulation, consumption to environmental protection, to set up the consumer in the society of the ecological conscience; And at the same time actively adjust the structure of consumption, consumption mode to be environmental and resources protection, must not make from the level of productivity development, waste of resources consumption. Third, birth. From the countryside to the construction of ecological ethics perspective, the control population is the top priority. The increase in population of rural areas will aggravate contradictions conflict within the generation, certainly will influence generations and generations of interest between equal, this requires consciously set up the moral concept of birth planning, controlling the rural population, optimizing the population structure, improve population quality, and will of human being itself production and material combination of material production, and social civilization and progress together, and environmental resources sustainable development together.

4. Overall consideration principle.

New socialist rural ecological moral construction is a complicated system engineering, which should be balanced and multi-pronged. To adhere to the moral and legal system, and the combination of education and management with the principle of combining the. First of all, ecological ethics is the development of the ecological civilization based on moral basis and spirit, to develop an ecological moral consciousness of the public, the moral concerns into the relationship between man and nature, set up a person to nature moral obligation feeling, thus cultivating the farmers’ ecological moral consciousness, fundamentally solve ecological protection problems. Next, should strengthen environmental protection laws and regulations of the propaganda and enforcement, including increasing frequency and law enforcement punishment, causes the farmer felt countries and to the protection environment attention, form the social support of ecological environment protection favorable public opinion atmosphere. Finally, the farmers by education degree directly affect public environmental awareness, through to the rural education quality training farmers’ environmental consciousness, environmental knowledge and environmental skills, improve its effectively to participate in the environmental protection practice ability.

Three, the socialism new rural construction of ecological ethics of the path.

1. Strengthen the propaganda and education, improve the ecological moral cognition.

Ecological moral education can get the actual effect, depends on whether the farmers can be comprehensive system ecological knowledge education, of the ecological moral cognition to form clear. First of all, we should actively promote China traditional culture contains the rich ecology ethics, marxist view of nature and to sustainable development as the main contents of the scientific development concept, make the ecological moral become peasants deep moral knowledge, and make the moral consciousness into rural social life and economic life in all areas. Second, the central and local governments at all levels to ecological moral education into the environmental protection will be long-term education planning, use of radio, television, network media, rely on the county agriculture GanJiao, party school, vocational training school, village committee and so on rural education platform, rural leading cadres, primary and middle school students and rural residents for audience key to knowledge on environmental protection, environmental protection laws and regulations as the main content, and carry out different levels of ecological education. Finally, must pay special attention to strengthen the leadership of the ecological moral consciousness training, perfecting the cadre tiered exam system, will be included in the scope of environmental protection work assessment, make them correctly handle the environmental protection and economic development, the relationship between the change of focus resources development mode. The government must intensify the socialist construction of ecological WenMingCun information system construction support, journalists should thoroughly the rural areas widely investigation and research, and to increase rural ecological civilization reports frequency, sets up the model, the promotion of experience. The environmental protection department shall regularly goes down to the basic unit, carrying out publicity activities, to help farmers queries, to promote the environmental protection knowledge and use of the picture, the rural teaching materials, in the countryside, plays, the village head BanBao, popular science report and other people in the form of benefits, enhance knowledge and interest sex, imperceptible in, prompting the farmers a concept of environmental protection consciousness, setting up good ecological values. Rural ecological moral construction must be based on farmers have the basis of environmental protection ability, therefore, the relevant departments should enhance the interests of farmers for ecological technology propaganda and training of strength, such as methane gas use technology, the reasonable application and spraying technology, water saving irrigation technology and rare animals and plants reproductive and protection technology and antifouling, sewage, recycling technology, etc.

2. The development of ecological agriculture, develop ecological moral emotion.

Ecological moral education should not only have the idea of setting up, also has the emotion of the students. Ecological emotional initiation main source in two aspects: one is due to the nature of the aesthetic need to meet people, people in aesthetic process to arise spontaneously to nature of the respect and care of love; Because nature is to meet the survival needs and improve the quality of life of the original basis, and have a profound understanding of nature of people will produce a identity, attachment, the gratitude and love of love. Therefore, we have to pay attention to the aesthetic need to and from the point of view of survival needs to cultivate the farmers ecological emotion, cultivating the farmers who love nature and a friend of the natural and ecological emotion, arouse people’s ecological conscience. Ecological moral education to into the rural economic development, development of new industry. At present, the key point is to according to the local resources advantage, location advantages and industry characteristics, the development of ecological agriculture, ecological industry and ecological tourism and other industry level. Ecological moral education to increase farmers’ income and combined, and bring to farmers almost tangible material benefits, the only convincing and charisma, can stimulate farmers ecological knowledge, learning the ecological knowledge the enthusiasm. At the same time, ecological moral education and living environment and change farmers combination. At present, the ecological moral education and the key point is to change the dirty, disorderly and poor ecological environment combined, encourage farmers to participate in the new rural planning, construction of new residential, make “sanqing mountain” (clean rural, clean homes, clean water) become conscious effort of the peasants, and promote the harmony of man and nature.

3. Strengthen the management and standardize the ecological moral behavior.

Strengthening the management is the rural ecological ethics construction mechanism of protection. To comprehensive use of law, the news public opinion, economic rewards and punishment, technical inspection, administrative penalty and so on many kinds of means, strengthening the ecological environment monitoring dynamics, adhere to the “who development, who protect, who damage, who restored, who profits, who compensation” the policy, the clear responsibility. In particular can pass through the following ways: first, thoroughly changing resource department management system. At present, our country resource department for the resources protection law enforcement supervision, ecological construction, resources management and development multiple roles, indistinction between, and have restricted its major functions of the ecological protection of the play, therefore, a resource management separation, clarify their respective responsibilities, is imminent. Second, set up and gradually improve the ecological system monitoring network. To strengthen the scientific research of key ecological system, and carry out the ecological system vulnerable areas of MinGanOu and monitoring, establish ecological monitoring and warning network, and improve the ecological system monitoring ability, based on the ecological environment quality evaluation.

The establishment of a national priority important eco-function areas ecological condition monitoring system, and building a major ecological destruction accident emergency treatment system. Third, formulate relevant ecological protection, genetic resources, biological safety, soil pollution laws, make the ecological environment quality evaluation, the mine ecological restoration, ecological fragile area assessment, nature reserve management evaluation, ecological tourism management regulations and standards. The ecological environment protection and construction into the national legal system of management system, to increase the key area of the basin and important ecological destruction case investigation dynamics. Fourth, establishing ecological protection economic policy system. Ecological destruction and pollution will be included in the loss of national economic accounting system, guide the social economic development from simple to pursue economic growth turned to pay attention to economy, society and environment, resource coordinative development up, establishing ecological protection economic policy system. The establishment of eco-compensation mechanism, research for upstream, downstream of protection area development areas, benefit for the damaged area for the damaged area, benefit people crowd and nature reserve of internal and external benefits compensation, active exploration of establishing genetic access to resources and HuiYi sharing mechanism.

4. Supervision and feedback, science ecological moral evaluation system design.

Design with a clear orientation, feasible evaluation index system, building a new socialist rural ecological civilization construction information feedback system is the construction of ecological civilization vigorously promote and strong constraint. The role of evaluation index system mainly embodied in two aspects, that is, the way to provide, reflect performance. The so-called provides ways, is clear and specific to tell people, seek the science development, the construction of ecological civilization, we must focus on the following key and key, economic development, conservation of resources, environmental protection and other various social affairs management of the dialectical relationship between inner, interaction and influence. Rural ecological civilization construction evaluation system should be based on practicing the scientific development concept, and set up economic development, social progress and improve the people’s livelihood, and environment friendly and efficiency in five aspects, and take into account other factors, can manifest the economic, social, environmental and so on various aspects can coordinate development, whether the people share the development efforts, and that people are satisfied evaluation index. Evaluation system should not only reflect the economic growth, manifests resource conservation and environmental protection to the development of society, the role of the civilization and progress. The so-called reflect performance, is through the evaluation index system of evaluation, reflect everywhere in implementing the scientific concept of development, the construction of ecological civilization in the process of the achievements and the existing gap and the problem. Through the social evaluation and the supervision of the general public, form powerful binding, urged local government at all levels continuously correcting the deviation, make public decision-making and ruling behavior more accord with scientific development concept and the construction of ecological civilization requirements. The evaluation index system of the system design, decision examinational, affect the public evaluation and public opinion direction, only scientific design, advancing with The Times and improvement, to better promote the government at all levels to implement the scientific development concept, and the construction of ecological civilization achievements in a comprehensive accurate evaluation.

On October 27 , 2005, tenth Standing Committee of the National People’s Congress eighteenth time of convention consideration has passed “Company Law of the People’s Republic of China ” revising newly. Current “Company law” is revised , is conforms to international trend , is respects objective law , is dares to break and be innovative , is is most entire and thorough. And “Company law” revising newly has come true not only legislation idea and the guiding ideology leap, science dividing line respectively square right of company and responsibility, have built a brand-new company legal action system , will definitely develop creation far-reaching influence the economic life and rule by law to our country. The main body of a book again Company law’s revise background , content and affect development comment that, Company law revises and the valuation having been in progress all round to this time , make every effort to grasp the request , law development of Company law currently in effect trend , and their impact of over economic and social development all round.

Make the background that Company law revises new,
(One) in the homeland background
Our country has been established on 1992 establishing a socialist market economy, be change state-owned managerial mechanism of enterprise, standard staple market competitor organization and behavior, our country has appeared personally on December 19 , 1993 “Company law”. This one law, gets the company who has arrived at the organizational structure of the guiding our country economic system to rotate track initial stage state-owned enterprises reform , operating a form dividing enterprise character and standard non-governmentally operated enterprise and blending ownership enterprises according to capital waiting for the effect , the first step to have cultivated up in the homeland enterprise and manager govern culture. “Company law” puts 12 into practice but coming , the block of wood studying is thorough besides , makes the person become the law one “controlling law “, a volume “dignity because of whose rich planned economy era trail and the system frame that the body customizes for state-owned enterprise is changed to manufacture amounts”. “Company law” impeding and deficiency with the actual life already is known together by common people, scandal that a few Chinese companies spring up in recent years continuously, the adjustment all with “Company law” loses efficacy having more or less something to do. In 1999 and in 2004, Standing Committee of the National People’s Congress changes though two time is “tiny to having been in progress “Company law”"but adapt to all unable the requirements of the times, reflect the achievement that theory studies, to the self-criticism being in progress all-round , deep , systematic “Company law”, large-scale modification is imperative.
(Two) international background
The upper end of the century , company science of law study the inner has got the great theory breakthrough in international range “, board of directors centrism, and “company society responsibility theory “make principles widely known , the company governs structure becoming the topic of conversation discussing that all over the world. Whose commercial act-based character of Company law, must adapt to the market economical objective law, whose succession and transplanting sex have been very strong , the centre of gravity studying in every country has tended towards a surname gradually , all the countries in the world has raised the modification activity being raging like a storm since 1990′s: United Kingdom revises many times to being in progress “Company law”; USA has been worked out on 1991 “setting an example Company law ” chief source, to every prefecture legislation have produced far-reaching influence; Japanese company legislation revising is more frequently , during the are short in the nineties ten years, will have experienced in 1990 , in 1993 , in 1994 , in 1997 , in 1998 , in 1999 and in Y2K revising 7 time.
Owing to that above-mentioned background , broad process all sections of the people make great efforts, on the basis of solicitting the suggestion extensively, October 27 , 2005, eighteenth time of convention has passed the 10th NPC Standing Committee formally “Company Law of the People’s Republic of China ” revising newly.
Big two , that new Company law revises eight content
The (one) clear stipulation company ought to undertake social responsibility
Whether the company needs to undertake social responsibility while maximizing in order to running after benefit or not , this is the topic of conversation debating till today from upper century thirties. Approve of thinking that company social responsibility comments on, the company undertakes responsibility not only ought to maximize for interests of shareholders , ought to undertake responsibility to interests of related such as community , employee , consumer , creditor. Opposing company social responsibility commenting on person is to think , the shareholder is ultimate company risk agents, the company ought to take that interests of shareholders maximizes as whose unique purpose.
While new “Company law” running after shareholder value maximization, social responsibility having emphasized a company, the clear stipulation company should undertake social responsibility. The viewpoint according to new economic system school , the company existence as the contract , the aggregation being the contract that a series of interests of related such as shareholder , creditor concludes and signs. The company takes making profit as , puts tradition Company law interests of shareholders above everything else if overemphasizing, be bound to damage the interests of related lawful rights and interests, has other developing more erroneous than small side door of entire society is settled.
(Two) lays stress on the shareholder autonomous rule , is changed into the law “controlling being to model after “arbitrarily”
Our country “Company law” in 1993, has the very deep government control a color, have many’s mandatory standardize but are short of nature is arbitrarily standard, company’s decision-making right accepts restraint , is short of the free spirit of contract, have restricted market players develops autonomously , free competition and oneself manage. “Company law” revising newly is aimed at above-mentioned abuse, autonomous rule , liberty , democracy and right respecting the company and the shareholder, the rational boundary has fixed the government control prepare the enterprise autonomy authority border , has decreased by the administrative power and national will by large margins interfering with unnecessarily , has enlarged by civil legal norms , the specific gravity that nature norm arbitrarily, the meaning expanding a company’s exercises autonomy space, allow articles of association and stockholders agreement force in not violating to agreement on the premise of nature norm , honest and trustworthy principle and public good order custom principle, Relevant internal company item makes arrangement out right away. Outstanding behaviour is in ten aspect: Have abolished the 10th plain “Company law” “company first ought to be engaged in the business operations regulation within the scope of business registering; Two is the representative who stipulates being legal by the fact that articles of association ascertains a company , the legal representative can be held the post of by chairman , executive director or reason general manager, aspect having changed in the past legal representative being able to only be held the post of by chairman (new article to revise 13); Three are 50%’s restricting have canceled plain “Company law” the 12nd proportion about company investments abroad exceeding company’s net assets not to; Four are that the proportion and company stipulating that limited liability shareholder of company can arrange profit sharing within articles of association are new when increasing capital , the shareholder gives priority to identifying (the article 35 that the proportion paying pay the money revises newly); Five is that the right to vote stipulating that articles of association can arrange limited liability shareholder of company convention exercises way (new the article 42 revising , article 43); Six is the way stipulating that articles of association can stipulate limited liability company stock right possession transfer (new article to revise 72); Seven are that articles of association can stipulate “Company law” that the circumstance that shareholders’ meeting convenes for a short time (revises newly eight the 101st is to stipulate that articles of association can make (new article to revise 50 of convention out to the manager of company authority of office); Nine is that articles of association can stipulate that the stock company can not hold share proportional allocation profit in the light of (new article to revise 167); Ten is under regulation the condition dissolving the origin of an incident other appearing stipulating that in time limit expiration or articles of association “doing business , the shareholder meeting can by revising articles of association, let a company continue existing continuing (new article to revise 182).
(Three) have abolished “special state-owned enterprise pay “clause
Epoch-making significance lies in thorough in 1993 “Company law” break be in enterprise since the foundation of the state legislation have gone ahead according to that ownership nature copies the legislation tradition train of thought mark , return has been arrived at “according to the investor responsibility character and enterprise organizational form legislation science route , has started new real Chinese modern enterprise system legislation anything that is advocated earlier thereby. The regretful to be enterprise, since that time is reform of state-owned enterprises mission duplicates each other very much, within plain “Company law” , the need being always running through a redline failing to see , being to have emphasized that state-owned enterprise changes system excessively, comes to design that around reform of state-owned enterprises “Company law” with the model changing system as state-owned enterprise “Company law”,regulation coming to cut down “Company law”. Such as: Emphasize that state-owned ownership of assets in company belongs to the country (plain “Company law” article 4); State-owned enterprise is rebuilded for the company, be obliged to, the condition and request stipulating that, shifts operation mechanism , step by step, the appraisal of the fixed assets and the circulating funds , the boundary fix property right , the debt clearing up creditor’s rights , appraise assets according to law , administrative laws and regulations, found standard inside administration (plain “Company law” article 7); Assets of state-owned single-owner investment company transfers , is authorized the branch that organization or the country investing authorizes to go through the metastasis examining and approving sum ownership of property formalities by the country (plain “Company law” article 71) according to law , the administrative laws and regulations regulation,; Management system is perfect , the state-owned large-scale fairly good business performance single-owner investment company, can be authorized to exercise right of assets owner (plain “Company law” article 72) by state council; State-owned enterprise reshuffles for the incorporated company , the initiator is not bad less than 5 people (plains “Company law” article 75); State-owned enterprise rebuilds a plain set up or form a stock company, whose main initiator is large and medium-sized state-owned enterprises’s , may continue calculating 3 years gaining a profit of recording (plain “Company law” article 152); The incorporated company , the state-owned single-owner investment company compose in reply the above two state-owned enterprise or the above state-owned two major investor invest in the limited liability company setting up other, be operating capital raise childbirth , can follow the company’s bond issuing according to capital (plain “Company law” article 159). And so on. These give no consideration to the science legislation law, expanding and development of capital market emphasizing that the state-owned “preferential train of thought does not give state-owned enterprise not only blindly have provided the upper propulsive force of system , have become capital market today crux and system bottleneck on the contrary. “Company law” revising newly has been in today in the day afer tomorrow in 12 , One’s attitude or position is clearly defined has finally ascertained equal principle of shareholder , has abolished country shareholder the train of thought falling behind emphasizing state-owned enterprise , state-owned assets as said or narrated above, and above-mentioned system has Jim-Crow other between the shareholder to be swept clean away.
(Four) have established “Company law personality denying “system , have reinforced the protection to the creditor
But personality denies , is called Company law to “puncture the company veil possibly “lifting up the company veil”refer to be to arrest independent personality of company abusing and to protect company interests of creditors and common benefit of society, think that shareholder of company abuses independent position of corporation of company and shareholder limited liability , dodge a creditor , be a shareholder’s turn to be to lose the right enjoying according to law being good for it’s pay the money to the company only only bearing limited liability to the company when grievous injury company interests of creditors,the total debts answering a company bears joint liability.
China , the company are continuing without end on the nowadays , enterprise changes system, assets reorganization , debt restructuring , enterprise trusteeship manage flaring like fire set to dry tinder, that looks at and appraises a partner’s is that phenomenon great quantity of personality appears and abuse Company law , let the person bear self total debts but if parent company forfeits all entire money subcompany profit,; Called company , be actually natural person exclusively foreign-invested enterprise; Notable deficiency of company’s capital or capital quilt evacuation, lead to a ghost manage; The investor makes use of the project company particularity , lets the person bear total debts; Company carrying out so-called “assets reorganization “, actually escaping by cunning maneuvering and so on. Above-mentioned abuse Company law personality phenomenon has encroached on creditor’s lawful rights and interests gravely , has urged a judicial circle to set off from sincere message fair angle, principle and spirit introducing to , adopt personality to deny , using, with realization procedure justice and essence justice.
New “Company law” article 20 is stipulated: “Shareholder of company abuses independent position of corporation of company and shareholder limited liability , dodge a creditor, grievous injury company interests of creditors’s, properness bears joint liability to company debt. “This ensures that business is safe for one regulation, keeping watch the risk abusing company system, ensure benefit of creditor of company , defend social economic order, have provided essential system arrangement.
(Five) reforms company is set up sum capital system
1, in going ahead company is set up, adopt doctrine “gives first place to the “criterion , take “ratifying doctrine as subsidiary principle. Have abolished strict with share limited liability company approval of plain “Company law” system, establishment being similar to a company all adopts the principle registering doctrine’s on two. That criterion doctrine, has restricted public authority of government setting up a field’s in the company dilating and abusing, is company democratic system premise and basis.
2, reduces company registered capital floor by a wide margin. The plain “Company law” has been excessive to the limited liability company and the stock company minimum registered capital forehead quota , has overtoped whose country and region commonly , has been harmful for private capital to enter a marketplace , has fettered development of the economy to a certain extent. New “Company law” has reduced the threshold that the company sets up greatly , has reduced the limited liability company and the incorporated company registered capital floor respectively for 30,000 yuan and 5 million yuan of RMB.
3, abolishes declared capital system , puts compromise into practice authorizing capital to make. The plain “Company law” puts strict declared capital system into practice, and capital ascertains , invariable capital sum capital maintains so-called “capital by the fact that system a train of comes to embody three principle”demands shareholder sexual intercourse to pay money , ensures business safety. This strict capital system has stifled the fervency investing on one hand , a great quantity having brought about a fund on the other hand has been left unused , some companies have set up the queen in the company , has used large amount of fund to be not business operations. Have abandoned the declared capital system that the country is abandoned long ago by the most newly “Company law” completely, the warrant capital adopt compromise makes, to stipulate “all shareholders of the company that the amount of contribution is lower than registered capital first not to 20%, is lower than the legal registered capital floor also not to , other parts is captured a foot within two years starting from when the company sets up that day by shareholder; Among them, investment company can capture a foot within 5 years. ”
4, the shareholder who expands puts up the money way. The assets that the plain “Company law” stipulates to be able to be used to pay the money only has five kinds: Currency , material object , industrial property rights, are not patented technology , land use rights, way having removed stock right , creditor’s rights , labour service , credit etc. paying the money. Way divides to paying the money into two kinds way newly “Company law” being that currency pays the money and being not that currency pays the money: The “shareholder can use currency to pay the money , also, can use material object , intellectual property rights , land use rights etc. to be able to use currency to estimate the price and can transfer according to law being not that currency property makes a price of money paying the money. And “new “Company law” what be stipulated that taking place has given supplies to way , has listed currency , material object , intellectual property rights , land use rights four items, the legitimacy paying the money to the property other, being able to use currency to make a price and being able to transfer on one’s own gives to a dead cert clear and definite, the legitimacy making stock right , creditor’s rights pay the money as a result is managed to establish.
5, taking place having raised intangible assets greatly gives supplies to proportion. Original company’s capital system is to build above tradition material capital idea and real basis. The plain “Company law” stipulates , the intangible assets taking place gives supplies to proportion to must not exceed the registered capital 20%, to high-tech enterprises, whose maximal proportion can reach 35% , this restricts the kownledge economy evidently, unable and showing a times receiving a track , has caused very big negative effects on development of high-tech enterprises. Because this, is new have the courage to admit the technology value position , regulation: Currency of “entire shareholder puts up that the fund forehead is lower than limited liability company registered capital not to 30% “. This implies intangible assets but account for 70% of registered capital, this risk investment industry produces the active push effect especially to high-tech enterprises.


6, way having stipulated establishment raising funds from targeted sources. Our country plain “Company law” regulation , the stock company establishment are not bad adopt initiate set up and collect the way setting up, collect but way being able to only adopt the form collecting in an open manner , only comply with coming to say actual operation , collect in an open manner in fact impossibly, expect that because of tutoring requiring that the company has 1 year go forward in appearing in the market, but existence that law forbids to collect a form illegally. This difficult problem new “Company law” has been resolved, new “Company law” article 78 stipulates that “collecting way including collecting in an open manner to society and collecting to specially appointed marriage partner two kinds forms, existence “having affirmed private placement way.

7, was repealed on company “reinvestment” restriction. In 1993 the company law article 12th, company “cumulative investment may not exceed the net assets of the company’s 50%”, which is famous in the companies act and battered by criticism of “reinvestment” restrictions. The terms, by their positive and helping to safeguard the interests of creditors, prevent and avoid the formation of bad creditor’s rights, maintenance of company capital determined. Judging from the negative effects, seriously hindering asset restructuring, mergers and acquisitions, is detrimental to the enterprise capital management and optimal allocation of social resources. New companies act “restored” the right to a normal investment in the company, provides: “the company to other enterprise investment; however, unless otherwise provided by law shall be the joint responsibility for the investment of enterprise debt investors. ”
8, the Division of simplified merger procedures. Merger of companies in Europe and other developed countries is extremely common, and are treated as enterprises bigger and stronger, shortcut to achieve leap-forward development. Due to various reasons, our country’s long-term operational as a scourge and a deceitful trick jianghu capital under the control of legislation under the guiding ideology of the supremacy, the original of the merger or Division of companies under the company law system provides for very strict procedures, such as, serious disregard for the company’s working capital efficiency. The new companies act to simplify the procedure for separation of company mergers, will notice the creditors reduced from three to one the number of times, will advocate the rights of creditors when companies merge, reduce its registered capital by a period of 90 days to 45 days, which is in line with the trend of the wise.
(Vi) additional adjust “one company” system
Because people are often shareholders, directors, managers of the company “Trinity”, internal checks and balances impossible, for the creditors and other stakeholders, and risky. Such as a people company in the shareholders confuse company property and shareholders property, or will company property moved for private, or to own paid huge reward, or with company for self transactions, or to company name for own guarantees or borrowing, behavior, a people shareholders can by virtue of company veil and not by company creditors or other relative people of investigated, this on limited responsibility system of rationality constitute has threat, legal adjustment up very has difficulty. Therefore, the earlier corporate legislation worldwide, mostly people of significance in the form of a company made the prohibitions. China’s company law, in addition to the provisions of the 1993 “State-owned company” this special “one company”, but also against natural and non-State bodies to set up a company. But judging from our corporate practice, exist in name of husband and wife, relatives, friends and other disguised with a lot of people in the real sense of the company. Legal of spirit is nothing more than is on reality exists of confirmed, consider to are world Shang now many national are recognized a people company of exists, and increasingly developed of legislative technology full can can on a people company of natural risk made system sexual arrangements, new company law under will a people company into has its adjustment areas, and through series of system measures, prevent transactions risk, guarantee transactions security. New company law under established has five article mandatory provisions to on a people company be specification, a is on a people company implemented strictly of statutory capital system; II is a people company must in business license in the contains Ming natural owned or corporate owned; three is a natural only established a a people company, the a people company cannot then established new of a company; four is on a people company implemented forced audit system; five is “presumption confuse” system, in occurred debt disputes Shi, a people company of shareholders has responsibility proved company of property and shareholders own property is mutual independent of, if shareholders cannot proved company of property independent Yu shareholders personal of property, must on company of debt bear unlimited joint settlement responsibility.

(G) improve the protection of shareholders, especially minority shareholders benefit mechanism
Revised company law for shareholders ‘ rights, especially minority shareholders ‘ rights and vulnerable situation, perfect mechanism of protection of shareholders, particularly minority shareholders ‘ interests, not only in a drastic improvement on the substantive rights of the shareholders, and guarantee the right of shareholders in program implementation. Is expanding the scope of the shareholders ‘ right to exercise and means. 34th section, the new companies act clearly stipulates: “the shareholders have the right to inspect, copy the articles, minutes of shareholders ‘ meetings, Board meetings, Board of supervisors meeting resolutions and financial accounting reports. Shareholders can request access to company accounting books. “And provides that if the company refuses to provide accessible, shareholders may request the Court require the company to provide access, not only to expand the scope of shareholders ‘ right, and laid the Foundation for effective exercise of the rights of shareholders. Second, it provides for objection shareholder stock repurchase right. New company law article 75th consecutive five-year profit but not allocate dividends, shareholders on merger, Division, transfer of the main property of the company and understand the company’s decision to vote case, shareholders may request the company in accordance with the reasonable price to buy its stake. And, if the “shareholder equity acquisition agreement fails to be reached with the company’s shareholders from the date of the adoption of resolutions of the shareholders ‘ meetings to bring proceedings before a court within 90 days. “The rationality of the shareholders ‘ equity of exit provisions. Dissolution of the three is to give shareholders the company claims. Article 183th of the new companies Act: “serious difficulties in operation and management of the company, continued existence will make substantial losses to shareholders ‘ interests, cannot be resolved through other channels, shareholders of the holding and above all shareholders the right to vote 10%, can request a court to dissolve the company. “Four is officially introduced the system of cumulative voting. Cumulative voting system that refers to the election of directors or the shareholders when the supervisor, shouldelect Director or supervisor and each share has the same number of voting rights and shareholders can be concentrated in one person has the right to vote or decentralized electoral count, thereby contributing to its minority shareholders spokesmen elected to the Board of Directors and the Supervisory Board, expanding the right of minority shareholders. New companies act 106th provides: “the shareholders elect directors, supervisors, according to the provisions of the statute or resolution by the shareholders of the company, implement the system of cumulative voting. “Five is to require a shareholder representative litigation system. Shareholder’s representative action as two legal systems, especially in common law jurisdictions a subsequent relief measures for protection of minority shareholders, in the protection of minority shareholders ‘ interest, safeguarding the legitimate interests of the company and supervising Director and controlling shareholder’s behavior, has played a large role, have been universally applied by States. Expressly stated in section 152th of the new companies Act, company directors, supervisors or officers against the interests of the company, entitled organ failure to maintain the interests of the company, shareholders have the right to the interests of companies under their name directly to the people’s court proceedings. Six additional shareholders of direct prosecution of Directors, senior management terms. New companies Act provides shareholders may not only to the interests of the company’s action of subrogation, and provisions in their own interests against directly in the context of the right to sue. The new company law article 153th, directors and senior management personnel who violate laws, administrative regulations or the articles of association provisions, to the detriment of the interests of shareholders, shareholders can directly to the people’s Court. Seven is provided for limited shareholder has the right of proposal. Shareholder is a shareholder by shareholder proposal right important channel to express their wish of the General Assembly, the original provisions of the companies act there is no right of shareholder proposals, to the actual operation of the company caused a lot of difficulties and problems, also affected the exercise of shareholder rights and enthusiasm of the shareholders attending the shareholders meeting. New company law article 103th: “individually or together hold over 3% shares of the company’s shareholders, may be brought before the general meeting of shareholders held on 10th provisional proposals and notify the Board of Directors; the Board of Directors shall notify other shareholders within two days after receipt of the notification, and will consider the provisional proposals submitted to the general meeting of shareholders. “Eight is introduced to the shareholders, the right to request revocation of the resolution of the Board. New company law article 22nd: “resolution of the shareholders ‘ meeting or the general meeting of shareholders, the Board of Directors of the company violates laws, administrative laws and regulations is not valid. Shareholders ‘ meeting or the general meeting of shareholders convened the procedures, the Board of Directors, vote against the law, administrative regulations or the articles or contents violate the articles of the resolution, shareholders can be made within 60 days from the date of resolution, request the people’s Court to withdraw. ”
(VIII) improving corporate governance, corporate monitoring
The company law of 1993 on giving more attention to corporate governance, but on the system of corporate governance mechanisms and how to implement its provisions, it is much weaker. Although the establishment of the “three”, but the lack of checks and balances, the fundamental problem is that insiders by aerial shareholders will, dominating the boards, virtual home real control of the Board of supervisors and the seizure of the company. New companies act by improving the system of shareholders ‘ meetings, weakening the powers of the Chairman, strengthened oversight functions of the Board of supervisors, and stressed the company’s directors and officers loyal and measures such as the obligation of diligence, to achieve substantive played the role of Chinese corporate governance.
1, improving the system of shareholders and shareholders ‘ general meeting. Perfect voting system of shareholders ‘ meetings and calling System. New company law under 41st article provisions has Board or implementation directors cannot fulfil or not fulfil convened shareholders will meeting duties of, by supervisory board or not set Supervisory Board of company of prison thing convened and presided over; supervisory board or prison thing not convened and presided over of, representative one-tenth above voting of shareholders can itself convened and presided over, and will proposed held temporary shareholders will of proportion by representative one-fourth of voting of shareholders to one-tenth of shareholders. Shareholders will vote be flexible provisions, either in accordance with the investment proportion to exercise the right to vote, or by the articles of voting. Meanwhile, in order to embody the characteristics of the limited liability company, provided all the shareholders of limited liability company in the case of vote unanimously, they can not hold shareholder meeting, implementation of “sign” System.
2, improving the system of Board of Directors, Chairman of avoiding one person lays down the law. “Center of the Board” under the governance model of corporate governance system is the core of the Board, perfecting the system of Board of Directors, to improve the company’s decision-making mechanism. In 1993 the company law Board rules of procedure are not perfect, Chairman of the Board’s powers are too concentrated. Highlight the collective decision-making of the Board of the new companies Act, clearly defined vote on resolution of the Board, one person, one vote, weakening the powers of the Chairman. Representative of provision one-tenth above voting shareholders, more directors or supervisory board, proposed interim meetings of the Board of Directors.
3, expanded terms of reference of the Board of supervisors, and means of strengthening supervision. To change Supervisory Board of “weak” image, new company law under greatly expansion has supervisory board of terms, gives Supervisory Board proposed recall directors and senior management personnel of rights, and provisions, supervisory board right to to shareholders will meeting made proposal; right to law on directors, and senior management personnel brought litigation, and clear provisions, supervisory board, and not set Supervisory Board of company of prison thing exercise terms by required of costs, by company bear.
4, strengthen the responsibility of the controlling shareholders, regulating associated transactions. Holding shareholder refers to the amount of capital accounts for more than limited liability company’s total capital of 50%, or 50% more than its total shares held by company limited equity shareholders; or the amount of capital or shares while the ratio of less than 50%, but according to their amount of capital or shares held by the enjoyment of the right to vote has enough resolution to shareholders, shareholders general meeting shareholders of major impact. AG in particular equity structure of listed companies in China’s basic Endowment is “a single shareholder”, but in lack of constraints on the major shareholders on corporate governance, major shareholders by insiders in various ways against the interests of small shareholders have constituted the institutional problem of listed companies, market stability. New company law cases advanced legislation in other countries, on the premise of upholding the principle of shareholder equality, through the specification of the fiduciary duty of controlling shareholders, to constrain its behavior. A cumulative voting system was clearly defined. Second, clearly provides the controlling shareholder of “evasive” and liability. Three is to provide guarantees and other major services will come to a vote by shareholders. Company for the shareholders of the company or the actual controller to provide security, must be approved by the shareholders ‘ meeting or the resolutions of the shareholders.
5, clearly set the directors, supervisors, and senior management on the company’s duty of loyalty and duty of diligence. New company law has made clear for the first time the company directors, supervisors and senior managers of duty of loyalty and duty of diligence, emphasizing the directors, senior managers must follow the principle of good faith, to maximize the profits of the company in good faith as a starting point, prudent, careful and diligent in the exercise of powers within the scope of its competence. And directors, supervisors and senior managers of the duty of loyalty and duty of diligence be refined. For misappropriation of company funds, unauthorized loans or guarantees for other people, and companies seeking business opportunities for companies, unauthorized transactions, corporate secrets, such as the prohibitions. Case against AG expressly AG shall not directly or through subsidiary companies to the directors, supervisors, and senior managers with borrowing. Stock company should regularly disclose to shareholders from company directors, supervisors, and senior management remuneration. If directors, supervisors, and senior management staff to perform company duties violation of legal provisions, administrative regulations or the articles, contrary to their duty of loyalty and duty of diligence, causing losses to the company, shall bear the liability. This fundamentally, system, the source address of company directors, supervisors and senior management responsibilities.
6, innovation incentives to introduce incentive. Constraints weakening, pain of motivation is invalid is the heart of our corporate governance, on the new company law in perfecting the incentive mechanism of conducted useful explorations. First, allows companies to buy no more than 5% of the total issued shares of the company’s shares for “award to the company.” Second, cancelled the company’s senior management shares may not be assigned during the term of limitations requiring Office Directors, supervisors, and senior management each year during the transfer of shares shall not exceed the total number of shares held by the company 25%, but the company’s stock traded on the stock exchange, from the date of listing shall not be transferable within a year. Three is to strengthen the senior management of the company after leaving control of the company, the new increase in the company law requiring senior management person in half a year after separation shall not transfer their shares of the company held by.
Third, the evaluation of the revised company law
New revised company law experience, lesson and adapted to the times, looking to the future, in addition to adhere to the basic national conditions of China, fully with international standards, changed the design of corporate governance in the past simple and loose, adjust the means to become more flexible, gives a fresh feeling, in the history of changes of Chinese legal system of the company wrote the event in a pen.
(A), the ideas advanced, novel concept
This times company law under of amendment has many was encouraging and admired of breakthrough and innovation, this reflect has legislative who respect China reality, and conform to the international trend, and dares to breakthrough and innovation of legislative wisdom and vigour, and in all of breakthrough and innovation in the, most fundamental and important of is is legislative concept and guiding ideology of breakthrough and innovation, is legislative target and value Select Shang of again awareness and adjustment, no this breakthrough, other specific system and rules of breakthrough and innovation is is impossible of. In 1993 a part of the companies act may be called “status law”, on the legislative idea tends to service for establishing modern enterprise system in State-owned enterprises, many State-owned enterprises will have to tailor traces. Currently, State enterprise reform has basically been completed so that the value of the companies act without bias of State-owned enterprises, and all businesses should be a body treatment, more from the scientific point of view of legislation for consideration. Revised companies act comprehensively implement the spirit of freedom of contract and the company’s autonomy concept, realization of a great transition from status to contract.
(B), reasonable structure, science
New amendment of company law under in widely reference States advanced legislative experience Foundation Shang, bold introduced States advanced of company system civilization, change has not adaptation actual need of both system and rules, further perfect has proven of provisions, filled has legislative Shang of vulnerability and blank, it also on sector and local legislative in the of each other conflict and mutual contradictions for has effective of integration and coordination, perfect has company law under legal system, maintained has company legal of unity and solemnity, enhanced has operation sexual and judicial of applicability, makes new amendment of company law under became part system advanced, and operation sexual strong of, and has can litigation sexual of company law under, she of was born marks China of company legislative entered has a new of history development stage.
Four revised company law impacts
The subject of company law governing the capital market of the basic law, is an important law of establishing and perfecting the Socialist market economic system. This amendment to the companies Act, revised and improved the company’s corporate governance requirements, enriched the company rules on protection of workers ‘ rights, sound to the interests of shareholders, particularly minority shareholders protection mechanism and the mechanism of protection for the interests of the creditors of the company to further refine implementation procedures for the transfer of shares. Revised company law to maintain the focus on customer assets and shareholders ‘ legitimate rights and interests, clear a system of civil liability for damages to investors, further improving the system of shareholder’s right to protection, and enhanced litigation, perfecting the litigation systems in the company. For judicial and law enforcement activities to provide a more fully the specific legal basis, so as to more effective and thorough protection of shareholders, creditors, the worker and the company’s own legal rights, prevent, reduce and solve internal contradictions and conflicts of interest to investors and corporate rules of conduct of the parties to provide more guidance. Specifically, mainly reflected in the following areas:
(A) improving the degree of specialization of the company operation, importance of articles greatly enhanced
The amendments to the companies act to repeal a number of government regulation of content, enhancing the autonomy of the company and its shareholders, it was a historic advance. But also should see, in current China credit environment not optimistic of situation Xia, company autonomy on investors, and creditors of professional quality made has more high of requirements, from company established to company operation, investors faced of trap obvious increased, investment risk obvious increased, some people will using company autonomy principles implementation fraud behavior, this means was company established of specialization degree greatly improve, lawyers, professionals will more participation company of established and operation business, company non-litigation business will became lawyers new of business growth. When in the choice of investment objects, cannot rely on to judge the strength of the company’s registered capital strength, under the authorized capital, the company’s registered capital is paid in stages, which relies on the due diligence of counsel, judge the real situation of the company.
While the spatial expansion of the autonomy of the company, of articles appeared increasingly in importance in the establishment and operation of the company. New company law under has many but book terms, gives has company articles great of flexibility, articles can conventions dividend distribution proportion; conventions limited responsibility company shareholders meeting voting exercise way; conventions limited responsibility company equity of transfer approach; conventions company distribution way and so on, making company articles became a item very with artistry and professional sexual of work, increased has shareholders Zhijian of game and company articles of personality, only through lawyers, professional persons of guidance, to as possible of avoid investment risk.
In terms of shareholders, new shareholders many rights under the company law, how to exercise these rights if you avoid legal risks, make optimal choices, also requires demonstration of lawyers and other professionals.
(B) the actionability of the company law has been greatly enhanced, litigation will present the company’s explosive growth
New company law under implementation Hou, will appears “11 large” new company litigation business: a is because objection shareholders exercise shares repo right and thrown of litigation; II is shareholders requests people’s Court dissolved company and thrown of litigation; three is because directors, and senior management personnel violation legal, and administrative regulations or company articles of provisions, damage shareholders interests of, shareholders can directly to people’s court prosecution of; four is shareholders representative litigation; five is shareholders should law liquidation but late not liquidation of, creditors can to people’s court application organization liquidation; six is because company holding shareholders, and actual control people, using its associated relationship invaded company interests and occurred of litigation; seven is shareholders requests revoked or confirmed shareholders will, and Board of resolution invalid and brought of litigation; eight is shareholders abuse shareholders rights or because “Debunking company veil” and thrown of litigation; nine is shareholders requirements accounting firm, intermediary institutions bear compensation responsibility and thrown of litigation; ten is shareholders Zhijian because company articles on major matters Conventions unknown and thrown of litigation; 11 is because company not bear social responsibility and thrown of litigation. These new type of litigation, in 2006 after the formal operation of the company law, is bound to render explosive growth,
(C) the liability of company directors and other officers to increase
In the new companies Act, directors, supervisors and officers liability and lawsuits can be up to five articles. If the article 21st: “controlling shareholder, actual control of the company, directors, supervisors, officers must not use the associated damage the interests of the company. Violation of the provisions of the preceding paragraph, causing losses to the company shall be liable “; article 113th” should take responsibility for the resolution of the Board of Directors. Board of resolution violation legal, and administrative regulations or company articles, and shareholders Assembly resolution, cause company suffered serious loss of, participation resolution of Directors on company negative compensation responsibility “; 150th article:” directors, and prison thing, and senior management personnel implementation company duties Shi violation legal, and administrative regulations or company articles of provisions, to company caused loss of, should bear compensation responsibility “; 152th article provisions of shareholders representative litigation; 153th article:” directors, and senior management personnel violation legal, and administrative regulations or company articles of provisions, damage shareholders interests of, shareholders can to people’s Court brought litigation. “The civil liability provisions greatly enhanced due diligence obligations of Directors, managers and other officers, otherwise, after the implementation of the new companies Act, they may be in the shareholder suits brought by the storm.
Homer sometimes nods, there will be a loss. Face of the complex and ever-changing laws and regulations of the market and the vast, executives were however diligent conscientious, will inevitably have when decision fault or negligence on the part of the work. Directors of company executives, faithful and diligence obligation should keep on the one hand, on the other hand might give rise to liability, should be transferred through legal means such as liability insurance. As the original company law provisions of the civil liability of Directors and other officers of operation is not strong, shareholder difficult by means of action to pursue the liability of Directors. After the implementation of the new companies Act, Managing Director of shareholder lawsuits and other senior management personnel in the program is fully available on the feasibility of expected domestic liability of Directors of the original best game no one played will usher in a golden opportunity.