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Q&A Regarding New Company Law of China (30)

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Q: Who are not allowed to serve as directors, supervisors, or senior management officer of the company?
A: Those who fall under any of the following circumstances shall not serve as directors, supervisors, or senior management officer of the company:
  1. Having no or limited capacity for civil conduct;
  2. For those who have been sentenced to criminal punishment for corruption, bribery, embezzlement of property, misappropriation of property, or disruption of the socialist market economy order, or have been deprived of political rights for a crime, and whose execution period has not exceeded five years, and who have been granted probation, the probation period has not exceeded two years from the date of expiration of the probation period;
  3. If a director, factory director, or manager of a company or enterprise that has undergone bankruptcy liquidation bears personal responsibility for the bankruptcy of the company or enterprise, and the period from the completion of the bankruptcy liquidation of the company or enterprise has not exceeded three years;
  4. Serving as the legal representative of a company or enterprise that has been revoked of its business license or ordered to close down due to illegal activities, and bearing personal responsibility, it has not been more than three years since the date of the company or enterprise's business license is revoked or ordered to close;
  5. The individual has been listed as a dishonest person subject to enforcement by the people's court due to a large amount of debt that has not been repaid upon maturity.

Q: What behaviours are prohibited for company directors, supervisors, and senior management officer?
A: Company directors, supervisors, and senior management personnel shall not engage in the following behaviours:
  1. Embezzlement of company property and misappropriation of company funds;
  2. Deposit the company's funds in an account opened in his or her personal name or in the name of other individuals;
  3. Taking advantage of power to bribe or accept other illegal income;
  4. Accept commissions for transactions between others and the company as your own;
  5. Unauthorized disclosure of company secrets;
  6. Other behaviours that violate the duty of loyalty to the company.


Q: Can company directors, supervisors, and senior management officer directly transact with their company?
A: Directors, supervisors, and senior management officer of the company who directly or indirectly enter into contracts or transactions with the company shall report to the board of directors or the board of shareholders on matters related to the conclusion of contracts or transactions, and shall be approved by the board of directors or the board of shareholders in accordance with the provisions of the company's articles of association.

Q: Can company directors, supervisors, and senior management officer seek business opportunities that belong to the company for themselves?
A: Directors, supervisors, and senior management officer of the company shall not use their positions to seek business opportunities belonging to the company for themselves or others. However, except for any of the following situations:
  1. Report to the board of directors or the board of shareholders and obtain approval through a resolution of the board of directors or the board of shareholders in accordance with the provisions of the company's articles of association;
  2. According to laws, administrative regulations, or the company's articles of association, the company cannot take advantage of this business opportunity.
Q: Can the directors, supervisors and senior management officer of the company operate the same kind of business as the company?
A: A director, supervisor or senior manager officer of a company who has not reported to the board of directors or the board of shareholders and has passed a resolution of the board of directors or the board of shareholders in accordance with the provisions of the company's articles of association shall not operate or operate the same kind of business for others.

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