The meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by more than half of the directors. The board of directors decided to implement the one-person-one-vote system. 3. A limited liability company may have a manager, who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following functions and powers: (1) to preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors; (2) Organizing the implementation of the company's annual business plan and investment plan; (3) To formulate plans for the establishment of the company's internal management organization; (4) To formulate the basic management system of the company; (5) To formulate specific rules of the company; (six) to propose the appointment or dismissal of the company's deputy manager and financial officer; (7) To decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors; (8) Other powers granted by the board of directors.
Legal basis: People's Republic of China (PRC) Company Law.
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 37 The shareholders' meeting shall exercise the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors;
(4) Examining and approving the reports of the board of supervisors or supervisors;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
(eleven) other functions and powers stipulated in the articles of association.
Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Article 38 The first 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 provisions of this Law.
Article 39 Shareholders' meetings are divided into regular meetings and temporary meetings.
Article 40 Where a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting.
Where a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive director.
If the board of directors or the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisors of the company without the board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves.
Article 46 The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
(1) Convene the shareholders' meeting and report the work 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 and final accounts;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager;
(X) To formulate the basic management system of the company;
(eleven) other functions and powers stipulated in the articles of association.
Article 49 A limited liability company may have a manager who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following powers:
(1) To preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To formulate plans for the establishment of the company's internal management organization;
(4) To formulate the basic management system of the company;
(5) To formulate specific rules of the company;
(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;
(7) To decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(8) Other powers granted by the board of directors.