The following matters shall be unanimously approved by the directors attending the board meeting before a resolution can be made:
(1) Amending the articles of association of the enterprise;
(2) The suspension and dissolution of the enterprise;
(3) Increase and transfer of the registered capital of the enterprise;
(4) Merger of enterprises and other economic organizations;
(5) Matters requiring unanimous consent as otherwise stipulated in the articles of association and laws of the enterprise. Article 5 The general manager of the enterprise shall be appointed by the board of directors, implement the decisions and resolutions of the board meeting, and organize and lead the daily operation and management of the enterprise; During the term of office, the general manager of an enterprise has no right to dismiss or dismiss without the consent of the board of directors. Article 6 The competent department or subsidiary department of a foreign-invested enterprise shall be determined according to the following principles:
(1) If the Chinese investor of an enterprise is a municipal enterprise, the competent bureau of the Chinese investor (including an administrative company or enterprise group authorized by the municipal government) shall be the competent department of the enterprise;
(2) If the Chinese investors are ministries, provincial enterprises and foreign investment enterprises in Nanjing, the departments to which they belong shall be clearly defined in accordance with the principle of centralized management of industries;
(3) If the Chinese investor of the enterprise is other economic organizations (including private enterprises), the subordinate departments shall be defined or selected by the enterprise in accordance with the principle of centralized management of the industry when approving the project;
(4) When examining and approving projects, foreign-invested enterprises shall designate their subordinate departments or be selected by enterprises according to the principle of centralized management of industries;
(5) If the Chinese investor of the enterprise is a county (district) or township (street) enterprise, the county where it is located shall exercise corresponding management functions. Article 7 The competent departments of Chinese-foreign equity joint ventures and Chinese-foreign contractual joint ventures shall be responsible for guiding, helping, serving and supervising the enterprises.
(1) Examining, reporting or approving the project proposal, feasibility study report, contract and articles of association submitted by the enterprise according to the examination and approval authority of the project scale, and other major issues that need to be solved by the competent authorities when the enterprise is established;
(2) Incorporate the infrastructure plan prepared by the enterprise according to the approved feasibility study report into the infrastructure plan and give priority to its implementation;
(three) the supply and marketing of enterprises shall be incorporated into the state plan management and handled in accordance with the relevant provisions of the state;
(four) to urge enterprises to report the statistical data of production, supply and sales to the competent departments, statistical departments and other relevant departments for the record;
(five) responsible for auditing the dissolved enterprises and supervising the liquidation;
(6) To apply for going abroad, leaving the country and going to the Special Zone on business for Chinese employees of this enterprise;
(seven) to coordinate and solve all kinds of contradictions between the Chinese joint venture and the parties to the joint venture and cooperative enterprise; Assist relevant departments to handle the contradictions between joint ventures and cooperative enterprises and other enterprises and departments in the process of production and operation;
(eight) to help solve the problems encountered in the preparation production process;
(nine) responsible for the selection, assessment and education of the chairman, vice chairman and directors of the board of directors of joint ventures and cooperative enterprises. Article 8 The affiliated departments of foreign-invested enterprises shall perform the following duties:
(a) to understand the production and operation plan formulated and implemented by the enterprise, as well as the supply and marketing situation;
(two) to provide various services for enterprises to help them meet industry standards;
(three) to help enterprises solve the difficulties encountered in the preparation production process;
(four) to coordinate the contradictions between the parties to the enterprise investment;
(five) to participate in the liquidation of the enterprise when it is declared dissolved. Article 9 Comprehensive government departments should do a good job in service supervision of foreign-invested enterprises.
(1) If it is difficult for an enterprise to solve the production factors by itself, the enterprise and the competent department of the enterprise shall promptly report to the relevant comprehensive departments of the city, and the Municipal Planning Commission, the Economic Commission, the Materials Bureau and other departments shall help solve the problem;
(two) the examination and approval department and the registration authority of the enterprise contract and articles of association are responsible for handling the contradictions in the performance of the enterprise contract and articles of association, and are responsible for supervising the performance of the contract and articles of association;
(three) the relevant policy issues encountered in the production and operation of enterprises shall be studied and dealt with by the Municipal Open Office;
(four) the relevant departments of the municipal government and social institutions shall, in accordance with relevant state laws and regulations and their respective division of labor, do a good job in the management, service and supervision of foreign-invested enterprises. Article 10 The trade union of a foreign-invested enterprise is the representative of the interests of the staff and workers, and has the right to reflect the opinions and demands of the staff and workers to the board of directors, and its work shall be implemented in accordance with the Regulations of Nanjing Municipality on Trade Unions of Sino-foreign Joint Ventures.