Article 104 When a shareholder attends the shareholders'
meeting, he shall have one voting right for each share he holds. However, the
company has no voting right for its own shares it holds. When any resolution is
to be made by the shareholders' meeting, it shall be adopted by shareholders
representing more than half of the voting rights of the shareholders in
presence. However, when the shareholders' meeting makes a decision to modify the
articles of association or to increase or reduce the registered capital, or a
resolution about the merger, split-up, dissolution or change of the company
form, the resolution shall be adopted by shareholders representing 2/3 or more
of the voting rights of the shareholders in presence.
Article 105 For the important matters such as company
transfer, being assignee of any important asset or providing guarantee for any
other person, which shall be decided through the shareholders' meeting under
this Law and the articles of association, the board of directors shall timely
call a shareholders' meeting for voting.
Article 106 When the shareholders' meeting elects
directors or supervisors, it may, according to the articles of association or
resolution of the shareholders' meeting, adopt a cumulative voting system. The
term "cumulative voting system" as mentioned in this Law refers to a system of
voting by shareholders for the election of directors or supervisors at a session
of the shareholders' meeting in which the shareholder can multiply his voting
rights by the number of candidates and vote them all for one candidate for
director or supervisor.
Article 107 A shareholder may entrust an agent to attend
a shareholders' meeting. The agent shall present a power of attorney issued by
the shareholder to the company, and shall exercise his voting rights within the
authorization scope.
Article 108 The shareholders' meeting shall prepare
records regarding the decisions on the matters discussed by it. The chairman of
the meeting and the directors in presence shall affix their signatures to the
records, which shall be preserved together with the book of signatures of the
shareholders in presence as well as the power of attorney thereof.
Section 3 The Board of Directors and Manager
Article 109 A joint stock limited company shall set up a
board of directors, which shall comprise 5-19 persons.
The board of directors may include representatives of the
company's employees. The representatives of the employees who serve as board
directors shall be democratically elected through the meeting of the
representatives of the employees, meeting of employees or otherwise.
The provisions in Article 46 of this Law on the term of
office of the directors of a limited liability company shall apply to that of
the director of a joint stock limited company. The provisions in Article 47 of
this Law on the functions of the board of directors of a limited liability
company shall apply to that of the board of directors of a joint stock limited
company.
Article 110 The board of directors shall have one
chairman, and may have a deputy chairman. The chairman and deputy chairmen shall
be elected by more than half of all the directors. The chairman of the board of
directors shall convene and preside over the meetings of the board of directors
and examine the implementation of the resolutions of the board of directors. The
deputy chairman shall assist the chairman to work. If the chairman is unable or
fails to perform his duties, the deputy chairman shall perform such duties. If
the deputy chairman of the board of directors is unable or fails to perform his
duties, the director who is jointly recommended by half or more of the directors
shall perform such duties.
Article 111 The board of directors shall convene at
least two meetings every year, and shall notice all directors and supervisors 10
days before it holds a meeting. The shareholders representing 1/10 or more of
the voting rights, or 1/3 of the directors, or the board of supervisors may
bring forward a proposal on holding a temporary meeting of the board of
directors. The chairman of the board of directors shall, within 10 days after he
receives such a proposal, convene and preside over a meeting of the board of
directors. If the board of directors holds a temporary meeting, it may
separately decide the method and time limit for the notification on convening
meetings of the board of directors.
Article 112 No meeting of the board of directors may be
held, unless more than half of the directors are present. When the board of
directors makes a resolution, it shall be adopted by more than half of all the
directors.
As for the voting on a resolution of the
board of directors, a director shall have one vote only.
Article 113 The directors shall attend in person the
meetings of the board of directors. Where any director is unable to attend the
meeting for a certain reason, he may, by issuing a written power of attorney,
entrust another director to attend the meeting on his behalf, and the scope of
authorization shall be stated in the power of attorney.
The board of directors shall prepare records regarding the
resolutions on the matters discussed at the meeting, which shall be signed by
the directors in presence. The directors shall be responsible for the
resolutions of the board of directors. In case a resolution of the board of
directors is in violation of laws, administrative regulations, articles of
association or resolutions of the shareholders' meetings and causes any serious
loss to the company, the directors who participate in adopting the resolution
shall make compensation. However, if a director is proven to have expressed his
objection to the voting on such resolution and his objection was recorded in the
records, then the director may be exempted from liabilities.
Article 114 A joint stock limited company may have a
manager, who shall be hired or dismissed by the board of directors.
The provisions of
Article 50 of
this Law on the authorities of the manager of a limited liability company shall
apply to that of the manager of a joint stock limited company.
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