Article 217
For the purpose of this Law, the definitions of the following terms are:
(1) Senior Officer referred to herein means the manager, deputy manager, person in charge of financial affairs, secretary of the board of directors of a listed company or any other personnel so appointed in the article of association of the company.
(2) Controlling Shareholder referred to herein means the shareholder which amount of capital contribution accounts for more than fifty percent (50%) of the total amount of capital of a limited liability company or, the shareholder with more than fifty percent (50%) of the total amount of share capital of a joint stock limited company or, the shareholder of either a limited liability company or a joint stock limited company which, by virtue of its voting right represented by its capital contribution or shareholding, has a significant impact on the decision of shareholders meeting or the general meeting of shareholders regardless of a percentage lower than fifty percent as aforementioned.
(3) Actual Controller referred to herein means a person who is not a shareholder of the company but has virtual control over corporate actions through investment in, agreement or other arrangements with the company.
(4) Affiliation referred to herein means the connection between a controlling shareholder, actual controller, director, supervisor or senior officer of a company and the enterprises controlled by them, directly or indirectly, or any other kinds of relationships that are likely to cause diversion of the company’s interests. Notwithstanding the foregoing, companies which majority of shares are controlled by the state are not necessarily affiliated with one another simply because the majority of their shares are commonly controlled by the state.
Article 218
This Law shall be applicable to foreign-invested limited liability companies and joint stock limited companies. Where the laws on enterprises with foreign investment provide otherwise, such provisions shall apply.
Article 219 This Law shall become effective on January 1, 2006.
