(v) the commencing time and expiration time of the share offer, and a statement that in the event the shares have not be placed in full upon the expiration time, the subscribers may revoke their share subscriptions. 第八十八条:发起人向社会公开募集股份,必须公告招股说明书,并制作认股书。认股书应当载明前条所列事项,由认股人填写所认股数、金额、住所,并签名、盖章。认股人按照所认股数缴纳股款。 Article 88 In a public share offer, the sponsors shall make the prospectus available to the public and prepare the share subscription form. The share subscription form shall contain the items listed in the previous Article, and a subscriber shall fill in the following: the number of shares subscribed for, the amount of share proceeds, and his or her domicile, and shall sign or impress his chop on the form. A subscriber shall pay the share proceeds according to the number of shares he has subscribed for. 第八十九条:发起人向社会公开募集股份,应当由依法设立的证券经营机构承销,签订承销协议。 Article 89 The sponsors' share offer to the public shall be underwritten by a securities underwriter established in accordance with the law, and an underwriting agreement shall be executed. 第九十条:发起人向社会公开募集股份,应当同银行签订代收股款协议。 Article 90 When conducting public share offer, the sponsors shall execute an agreement with a bank for deposit of share proceeds. 代收股款的银行应当按照协议代收和保存股款,向缴纳股款的认股人出具收款单据,并负有向有关部门出具收款证明的义务。 The depository bank shall collect and hold the share proceeds in accordance with the agreement, and issue receipts to subscribers who have paid their share proceeds, and is obligated to provide to the relevant authority a certificate for receipt of share proceeds. 第九十一条:发行股份的股款缴足后,必须经法定的验资机构验资并出具证明。发起人应当在三十日内主持召开公司创立大会。创立大会由认股人组成。 Article 91 After the proceeds from issue of the shares are paid in full, the share capital must be verified by a legally-prescribed capital verification institution and a certificate shall be issued thereby. Within 30 days, the sponsors shall hold and preside over the establishment meeting, which is composed of the subscribers. 发行的股份超过招股说明书规定的截止期限尚未募足的,或者发行股份的股款缴足后,发起人在三十日内未召开创立大会的,认股人可以按照所缴股款并加算银行同期存款利息,要求发起人返还。 If the issued shares are not fully placed upon expiration of the time limit prescribed in the prospectus, or the sponsors fail to hold the establishment meeting within 30 days of full payment of the proceeds from issue of the shares, the subscribers may demand that the sponsors return the share proceeds paid, together with the interest thereon as if they have been deposited in a bank for a like period. 第九十二条:发起人应当在创立大会召开十五日前将会议日期通知各认股人或者予以公告。创立大会应有代表股份总数二分之一以上的认股人出席,方可举行。 Article 92 The sponsors shall notify each subscriber of the date of the establishment meeting or make a public announcement for such meeting 15 days in advance. The establishment meeting may not be held unless attended by subscribers representing at least half of the shares. 创立大会行使下列职权: The establishment meeting shall exercise the following authorities: (一)审议发起人关于公司筹办情况的报告; (1) considering the report on pre-establishment activities prepared by the sponsors; (二)通过公司章程; (2) adopting the articles of association; (三)选举董事会成员; (3) electing members of the board of directors; (四)选举监事会成员; (4) electing members of the board of supervisors; (五)对公司的设立费用进行审核; (5) verifying expenses incurred for the establishment of the company; (六)对发起人用于抵作股款的财产的作价进行审核; (6) verifying the value of the assets contributed by the sponsors in lieu of share proceeds; (七)发生不可抗力或者经营条件发生重大变化直接影响公司设立的,可以作出不设立公司的决议。 (责任编辑:admin) |