1. The shareholders' meeting is composed of all shareholders and is the authority of the company;
The shareholders' meeting shall exercise the following functions and powers:
(1) to decide the company's business policy and investment plan;
(2) Electing and replacing directors and deciding on matters concerning directors' remuneration;
(3) Electing and replacing the supervisors appointed by the shareholders' representatives, and deciding on the remuneration of the supervisors;
(4) Examining and approving the report of the board of directors;
(5) Examining and approving the reports of the board of supervisors or supervisors;
(6) To examine and approve the annual financial budget and final accounts of the Company;
(VII) To examine and approve the company's profit distribution plan and loss recovery plan;
(VIII) To make resolutions on the increase or decrease of the registered capital of the company;
(9) To make resolutions on the issuance of corporate bonds.
(10) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;
(1 1) To make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;
(12) Amend the Articles of Association.
The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association, except as otherwise stipulated in the Company Law.
Shareholders' resolutions on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights.
A company may amend its articles of association. The resolution to amend the Articles of Association must be passed by shareholders representing more than two thirds of the voting rights.
The shareholders shall exercise their voting rights in proportion to their capital contribution.
The first meeting of the shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the Company Law.
Shareholders' meetings are divided into regular meetings and temporary meetings.
Regular meetings shall be held on time in accordance with the provisions of the articles of association. Shareholders representing more than one-tenth of the voting rights and more than one-third of the directors or supervisors may propose to convene an interim meeting.
When the chairman is unable to perform his duties due to special reasons, the vice chairman or other directors designated by the chairman shall preside over it.
When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting.
2. The board of directors consists of three to thirteen people, but a limited liability company with a small number of shareholders or a small scale may have an executive director instead of a board of directors;
The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
(1) Be responsible for convening the shareholders' meeting and reporting to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget plan and final accounts plan;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for increasing or decreasing the registered capital of the company;
(seven) to formulate plans for the merger, division, change of corporate form and dissolution of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To appoint or dismiss the manager (general manager) of the company (hereinafter referred to as the manager), and to appoint or dismiss the deputy manager and financial officer of the company according to the nomination of the manager, and to decide on their remuneration;
(10) Formulate the basic management system of the company.
Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
The meeting of the board of directors shall be convened and presided over by the chairman; When the chairman is unable to perform his duties due to special reasons, the chairman shall designate the vice chairman or other directors to convene and preside over the meeting. More than one third of the directors may propose to convene a board meeting. The discussion methods and voting procedures of the board of directors shall be stipulated in the articles of association, except as otherwise stipulated in the Company Law. Convene a board meeting,
3. The board of supervisors shall consist of at least three members.
The board of supervisors (supervisors of companies without a board of supervisors) shall exercise the following functions and powers:
(a) to check the company's finances;
(3) To require directors and senior managers to correct their actions when they harm the interests of the company;
(4) Proposing to convene an interim shareholders' meeting, and convening and presiding over the shareholders' meeting when the board of directors fails to perform its duties as stipulated in the Company Law;
(five) to submit a proposal to the shareholders' meeting;
(six) in accordance with the provisions of Article 151 of the Company Law, bring a lawsuit against the directors and senior managers;
(7) Attend board meetings as nonvoting delegates and raise questions and suggestions on matters discussed;
(8) Discovering the operation of the company;
(9) Other functions and powers as stipulated in the articles of association.
The board of supervisors of a listed company may also audit the company's periodic reports prepared by the board of directors and put forward written audit opinions.
In order to ensure the normal and orderly operation of the company, ensure the correct decision-making of the company and the correct execution of official duties by the leaders, and prevent abuse of power and harm to the interests of the company, shareholders and third parties, all countries stipulate the establishment of supervisors or supervisory committees in the company. The Board of Supervisors is a permanent supervisory body of the company under the leadership of the shareholders' (general) meeting, which performs supervisory functions. The Board of Supervisors is juxtaposed with the Board of Directors and independently exercises the supervisory power over the Board of Directors, the general manager, senior staff and the management of the whole company. In order to ensure the independence of the board of supervisors and supervisors, supervisors may not concurrently serve as directors and managers. The board of supervisors is responsible to the shareholders' meeting, and comprehensively supervises the company's operation and management, including investigating and reviewing the company's operating conditions, checking various financial conditions, providing reports to the shareholders' meeting or the board of directors, supervising the behavior of the company's cadres at all levels, making suggestions on the appointment and removal of leading cadres, and supervising the company's plans, decisions and their implementation.
Legal basis:
Company Law of the People's Republic of China
Article 36 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.
Article 44 A limited liability company shall have a board of directors with three to thirteen members. However, unless otherwise provided for in Article 50 of this Law.
A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other members of the board of directors of a limited liability company may include representatives of employees of the company. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.