In 2006, with the approval of the state, a large state-owned iron and steel enterprise was restructured into a wholly state-owned company.

In 2006, with the approval of the state, a large state-owned iron and steel enterprise was restructured into a wholly state-owned company. Since the company has not established a shareholders' meeting, the board of directors of the company exercises part of the functions and powers of the shareholders' meeting under the authorization of the state-owned assets supervision and administration institution. The board of directors has seven members, all seconded by SASAC from another large state-owned steel enterprise, and the chairman is Liu.

In April 2007, Liu's friend Wang invested and started a B limited liability company engaged in clothing trade. Wang invited Liu to be the general manager of Company B, and Liu reported the matter to the board of directors of Company A, which held a meeting to vote. Six directors except Liu attended the meeting and unanimously agreed that Liu would be the general manager of Company B..

In June 2007, due to the illness of Fang, the general manager of a company, the board of directors appointed Zhang as the general manager of the company.

Combine the above cases and answer the following questions:

(1) Is the composition of the board of directors of Company A legal? Why?

(2) Does Liu meet the requirements as the general manager of Company B? Why?

(3) Does Zhang's appointment as the general manager of Company A meet the requirements? Why?

The composition of the board of directors of Company A is illegal. Members of the board of directors shall include representatives of employees of the company. In this case, the seven members of the board of directors are all seconded from another large state-owned steel enterprise by the state-owned assets supervision and administration institution, and there is no employee representative of the company, which is not in compliance with the law.

(2) Liu's appointment as the general manager of Company B is not in compliance with the law. Without the consent of the state-owned assets supervision and administration institution, the chairman, vice-chairman, directors and senior management personnel of a wholly state-owned company may not serve in other limited liability companies, joint stock limited companies or other economic organizations.

(3) It is illegal to appoint Zhang as the general manager of Company A.. A wholly state-owned company shall have a manager who shall be appointed or dismissed by the board of directors. With the consent of the state-owned assets supervision and administration institution, members of the board of directors may concurrently serve as managers. Answer analysis