Updated on 23072018

Revised on 25102021
The Hang Seng University of Hong Kong
Module Outline

School/Department: Accountancy
Module Code & Title: ACY4106 PRC Company Law
Credit Units: 3 Year: 4
QF Level1 (2-6): 5 (mapping with relevant GLD) Hours: 45 hours
Major2 [BBA-CG, BBA-CGC] (mapping with relevant PILO)
Minor3 [Business Administration, Corporate Governance, Corporate and Commercial Law]
Module Classification:
Business Core4
(Multiple options are
Business Elective5 [Please refer to programme information of relevant programme]
acceptable, please “ ” the
box where appropriate) Common Core Curriculum6 (mapping with relevant learning outcomes)
Chinese English Information Technology Quantitative Methods
General Education7 [Cluster ( 1/ 2/ 3/ 4)] GEN1000
Chinese ( Cantonese/ Putonghua) Chinese English
Medium of Assessment
English Others (please specify):
Instruction8: Language:
Others (please specify): __________ __________
Lecture (3 hours/week) Laboratory (____hours/week) Tutorial (____hours/week)
Mode(s) of Delivery:
standard class size: 40 standard class size: 35 standard class size: 25

MOOC (if applicable): Learning Mode __________ hours Online learning plus _________ hours Face-to-face teaching

Prerequisites9: ACY2021 Hong Kong Business Law

Exclusions10: Nil
This module aims to provide students with an understanding of the basic principles and some
key aspects of PRC company law from comparative perspective, including historical
background of the law, main types of companies, their organizational structure and
Module Description: incorporation process, articles of association, corporate finance, with emphasis on issues
relating to corporate governance. Upon completion of this module, students are expected to
acquire basic understanding of legal issues they can expect to encounter in PRC business
environment, and to develop practical solutions.
Weighting
Upon completion of this module, students should be able to:
(if applicable)
a. Interpret the legal system of PRC including the evolution of PRC 20%
company law and identify sources of PRC company law;
b. Understand the nature and constitution of companies and identify the 20%
different types of companies under PRC company law in relation to
their formation process and organizational structure;
Module Intended c. Identify, analyze, and evaluate major issues relating to corporate 30%
Learning Outcomes governance in PRC company law and understand the roles of chief
(MILO): corporate officers and the interplay among various internal
organizations of PRC companies;
d. Apply theoretical framework and provisions of PRC company law in 20%
constructing arguments and developing practical solutions to real-life
company law problems;
e. Evaluate the revision of PRC company law in 2005, 2013 and the trend 10%
of future development of PRC company law.
Total: 100%

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Revised on 25102021
Notes:
1. QF Level is determined in accordance with the Generic Level Descriptors (GLD)
2. Major: A core/elective module for any Major/Concentration/Stream of Study
3. Minor: A core/elective module for any Minor Study
4. Business Core: A business core module for any Major/Concentration/Stream of Study
5. Business Elective: A business elective module for any Major/Concentration/Stream of Study
6. Common Core Curriculum: A CCC module that has been approved by the Common Core Curriculum Committee
7. General Education: Cluster 1 – Humanities Cluster 2 – Social Sciences
Cluster 3 – Science and Technology Cluster 4 – Moral Reasoning
8. The official Medium of Instruction is English, unless otherwise approved by Academic Board
9. Prerequisites: Prior knowledge in these modules are required for taking the existing module
10. Exclusions: Any modules which are mutually exclusive from the existing module in a course of study
11. All modules will be regarded as Free Elective except those excluded modules
12. Pedagogical Methods: Lecture, Tutorial, Guest speaker, Internship, Case study, Field study, Role playing,
Company visit, Student presentation, e-learning / Computer software application, Project, Independent study,
Simulation game, Service learning, Exercise and problem, Others (please specify)

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Revised on 25102021
Module Intended
Learning Outcomes
Total
(MILO):
a b c d e
1. PRC Legal System
1.1 Introduction
1.2 Hierarchy of Laws
1.3 The Legislative Procedure
1.4 Interpretation of Laws
1.5 Legal Institutions, Legal Professionals and
Legal Education
1.6 Legal Culture and Rule of Law
2. Evolution of PRC Company Law
2.1 Background and Main Features of PRC
Company Law
2.2 Institutional Constraints on Corporate
Governance
2.3 An Overview of China’s Stock Market
2.4 Legal and Regulatory Reforms
3. Nature and Formation of Companies
3.1 Nature and Functions of Companies
3.2 Main types of Companies
3.3 Articles of association
Module 3.4 Incorporation and Legal Consequences
Content: 3.5 Liabilities for Invalid Incorporation
3.6 Liquidation of Companies
4. Corporate Finance
4.1 Definition of Capitals
4.2 Basic Principles of Corporate
Capital
4.3 Formation of Corporate Capital
4.4 Company Shares
4.5 Company Bonds
4.6 Distribution of Profits
5. Organizational Structure and the Internal
Management
5.1 Shareholders’ Meeting
5.2 The Board of Directors
5.3 The Supervisory Board
5.4 Directors: Qualifications, Rights and Duties
5.5 Managers
5.6 Protection of Employees
5.7 Board Secretaries’ Role: A Comparative
Study

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MILO:
Total
a b c d e
6. Selective Issues relating to Corporate Governance
6.1 Corporate Social Responsibility in China
6.2 Corporate Performance and Compensation for
Corporate Officers
6.3 Division of Power: The Supervisory Board vs.
Independent Directors
6.4 Protection of Minority Shareholders
6.5 Liquidation and Restructuring of Companies
7. Development of PRC Company Law
7.1 Current PRC Company Law
7.2 Remaining Issues
7.3 Future Trend of PRC Company Law
1. Lecture
2. Guest speakers

Pedagogical 3. Case study

Methods12: 4. Student presentation
5. Exercises and problems
6. Tutorial
1. Assignment(s) 15%
2. Test (in-class) 10%

Assessment 3. Examination 50%

Methods: 4 Student Presentation 20%
5 Participation 5%
Weighting: 20% 20% 30% 20% 10% 100%
1. Gu Minkang (2017) Understanding Chinese Company Law (3rd ed.), Hong Kong: Hong Kong
University Press. *
2. LENG Jing (2009) Corporate Governance and Financial Reform in China’s Transition
Economy, Hong Kong: Hong Kong University Press.
3. Patricia Blazey, Kay-Wah Chan (2008) The Chinese Commercial Legal System, Sydney:
Texts & Thomson Lawbook Co.
References: 4. Peter Koh Soon Kwang (2009) Major Issues in Company Law, Singapore: Sweet and
Maxwell.
(*recommende
d textbook(s))
5. Jiangyu WANG (2014) Company Law in China- Regulation of Business Organization in a
Socialist Market Economy, UK.Northampton, MA, USA: Edward Elgar Publishing Limited
6. Yu Zhengping (2016) Commentary on Selective Cases of Chinese Company Law (In
Chinese), Beijing: The Commercial Press
7. WANG Jun (2016), Corporation Law of China (In Chinese), Beijing: Higher Education
Press

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 Updated on 23072018
Revised on 25102021
1. Code of Corporate Governance for Listed Companies in China:
http://www.csrc.gov.cn/pub/zjhpublic/zjh/201809/P020180930584077967335.pdf
2. Listed Company Directors Selection and Conduction Guidance
http://www.sse.com.cn/lawandrules/sserules/main/listing/stock/c/c_20190228_4727
842.shtml
3. Guidelines on Introduction of Independent Directors System in Listed Companies:
http://www.csrc.gov.cn/pub/csrc_en/newsfacts/release/200708/t20070810_69191.ht
ml

Other
4. PRC Company Law : http://www.law-lib.com/law/law_view.asp?id=636406
Information: 5. http://wenshu.court.gov.cn/
6. Provisions of the Supreme People’s Court on Several Issues concerning the Application of the
Company Law of the People’s Republic of China (I)
7. Provisions of the Supreme People’s Court on Several Issues concerning the Application of the
Company Law of the People’s Republic of China (II)
8. Provisions of the Supreme People’s Court on Several Issues concerning the Application of the
Company Law of the People’s Republic of China (III)
9. Provisions of the Supreme People’s Court on Several Issues concerning the Application of the
Company Law of the People’s Republic of China (IV)