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1、bj-25398 v4 M O R R I S O N (2)Electing and changing the directors and deciding the matters relating to their remuneration; (3)Electing and changing the supervisors assumed by representatives of the shareholders and deciding the matters relating to their remuneration; (4)Deliberating and approving r
2、eports of the board of directors; (5)Deliberating and approving reports of the board of supervisors; (6)Deliberating and approving annual financial budget plans and final account plans of the company; (7)Deliberating and approving the companys profit distribution plans and loss recovery plans; (8)Ma
3、king resolutions about the increase or reduction of the companys registered capital; (9)Making resolutions about the issuance of corporate bonds; (10) Adopting resolutions about the merger, split-up, dissolution and liquidation of the company; (11) Amending the articles of association of the company
4、; (12) Other matters that should be decided by the shareholders meeting pursuant to laws and regulations. 5.Board of Directors The company shall set up the board of directors, which shall be responsible for the shareholders meeting. The board of directors shall be composed of 9 directors, including
5、a chairman and a vice-chairman. The initial board composition shall be recommended by the promoters. The candidates for the later board shall be nominated by the previous board and elected and dismissed by the shareholders meeting. The chairman and vice-chairman shall be elected and dismissed by a m
6、ajority of all the board members. The chairman of the board shall be the legal representative of the company. The directors shall serve a term of 3 years and may be re-appointed. The board of directors shall exercise the following functions: (1)Convening the shareholders meetings and reporting there
7、to; (2)Implementing resolutions of the shareholders meetings; (3)Determining the operational plans and investment plans of the company; (4)Working out the companys annual financial budget plans and final account plans; (5)Working out the companys profit distribution plans and loss recovery plans; (6
8、)Working out the companys plans on the increase or reduction of registered capital and the issuance of corporate bonds and other securities, as well as listing plans; (7)Working out the companys plans on significant purchase, purchase of the companys shares or merger, split-up or dissolution; (8)Dec
9、iding on the establishment of the companys internal management departments; (9)Employing or dismissing the companys general manager, and, according to the nomination of the general manger, employing or dismissing the companys deputy general manager(s), financial controller and chief accountant, and
10、deciding on their remuneration and punishment; (10) Employing or dismissing the secretary of the board of directors of the company; (11) Working out the companys basic management system; (12) Working out amendments to the articles of association of the company; (13) Listening to work report of the g
11、eneral manager of the company and supervise his work; (14) Appointing directors and other senior management personnel which shall be dispatched by the company to enterprises to which the company is the controlling shareholder or a shareholder, or to the branches of the company; (15) According to the
12、 needs of the company, the board of directors may authorize the chairman of the board to exercise part of the powers of the board of directors during its close period; (16) Other functions as specified in the articles of association, laws and regulations and as authorized by the shareholders meeting
13、. 6.General Manager The general manager shall be responsible for the daily operation of the company and be responsible for the board of directors. The general manager shall serve a term of 3 years and may be re-appointed. The general manager shall have the following scope of authorities: (1)Taking c
14、harge of the management and operations of the company, organizing the implementation of the resolutions of the board of directors; (2)Organizing the execution of the companys annual operational plans and investment plans; (3)Drafting plans on the establishment of the companys internal management dep
15、artments; (4)Drafting the companys basic management system; (5)Formulating the companys concrete bylaws; (6)Proposing to hire or dismiss the companys vice manager(s) and person in charge of finance; (7)Drafting the rules of the company on employment salaries, benefits, rewards and punishments, and d
16、eciding on the employment and dismissal of employees of the company; (8)Recommending to the shareholders meeting and the board of directors the professional advisors to be engaged by the company; (9)Proposing to convene the interim meetings of the board of directors; (10) Other powers authorized by the board of directors. 7.Board of Supervisors The company shall set up a board of supervisors, which shall be composed of 5 supervisors. 2 supervisors shall be representatives of the employ
