What Are Institutional Shares?

The organization of a joint stock limited company is composed of a shareholders' meeting, a board of directors, a board of supervisors, and a manager.

Organization

The organization of a joint stock limited company is composed of a shareholders' meeting, a board of directors, a board of supervisors, and a manager.

Chinese name

Organization

Constituent shareholders

Shareholders' meeting, board of directors, board of supervisors, etc.

Authority

Decide the company's management policy, investment plan, etc.

Board of Directors

Responsible for convening shareholder meetings, etc.

The general meeting of a company limited by shares consists of shareholders. The general meeting of shareholders is the company's authority and exercises the following powers according to law:

(1) Decide on the company's operating policy and investment plan;

(2) Election and replacement of directors, and determination of matters concerning directors' remuneration;

(3) Election and replacement of supervisors appointed by shareholders' representatives, and determination of matters concerning the remuneration of supervisors;

(4) Review and approve the report of the board of directors;

(5) Review and approve the report of the board of supervisors;

(6) Review and approve the company's annual financial budget plan and final accounts plan;

(7) Review and approve the company's profit distribution plan and make up for losses;

(8) Make a resolution on the increase or decrease of the registered capital of the company;

(9) Make a resolution on the issue of corporate bonds;

(10) Make resolutions on the company's merger, division, dissolution and settlement;

(11) Amend the articles of association.

In any of the following circumstances, an extraordinary general meeting shall be convened within two months:

When the number of board of directors is less than the quorum or 2/3 of the number specified in the articles of association of the company;

When the company's unrecovered losses reach 1/3 of the total equity;

At the request of shareholders holding more than 10% of the company's shares;

When the board considers it necessary;

When the board of supervisors proposed to hold it.

The board of directors is responsible to the shareholders' general meeting and exercises the following functions: responsible for convening and reporting to the shareholders' general meeting; implementing the resolutions of the shareholders' general meeting; Plan for profit distribution or make up for losses; formulate plans for increasing or decreasing the registered capital of the company and plans for issuing corporate bonds; formulate plans for the merger, division, and dissolution of the company; decide on the establishment of the company's internal management organization; hire or dismiss company managers, according to The nomination of managers, the appointment or dismissal of senior managers such as the company's deputy managers and financial managers, determine their remuneration matters; formulate the company's basic rules and regulations.

The board of directors is 5-19 people. Directors are elected by the shareholders' meeting.

The board of directors has one chairman and one or two vice-chairmen. The chairman and deputy chairman are elected by the board of directors by a majority of all directors.

A company limited by shares shall have a manager who shall be appointed or dismissed by the board of directors and shall be responsible to the board of directors. The manager exercises the following powers: Presides the company's daily operation and management, organizes the implementation of board resolutions; organizes and implements the company's annual business plan and investment plan; draws up the company's internal management organization setting plan; formulates the company's rules and regulations; and invites the appointment and removal of the company's deputy manager and financial responsibility Person; manager attends board meeting; company charter and board of directors

A joint stock limited company has established a board of supervisors. The board of supervisors is composed of shareholder representatives and an appropriate proportion of the company's employee representatives, and the specific proportion is stipulated in the company's articles of association. The members of the supervisory board shall not be less than three. The supervisory board shall elect a convener among its members. Senior management personnel such as directors, managers and financial officers shall not concurrently serve as supervisors.

The term of office of the supervisors is three years, and they can be re-elected upon expiration.

In any of the following circumstances, an extraordinary general meeting shall be convened within two months:

(1) When the number of directors is less than two-thirds of the number prescribed by this law or the number of persons prescribed by the articles of association of the company;

(2) When the company's unrecovered loss reaches one-third of the total paid-up capital;

(3) At the request of shareholders who individually or collectively hold more than 10% of the company's shares;

(4) When deemed necessary by the board of directors;

(5) When proposed by the board of supervisors;

(6) Other circumstances specified in the company's articles of association.

When convening a general meeting of shareholders, the shareholders shall be notified of the time, place and matters considered 20 days before the meeting is held; the extraordinary general meeting of shareholders shall be notified 15 days before the meeting; if bearer shares are issued, they shall be held at the meeting Thirty days before the announcement of the time, place and consideration of the meeting.

Shareholders attend the shareholders' general meeting and each share they hold has one voting right. However, the company's shares held by the company have no voting rights.

The resolution of the shareholders' general meeting must be approved by more than half of the voting rights held by the shareholders present at the meeting.

If a listed company purchases or sells major assets or the amount of guarantee exceeds 30% of the total assets of the company within one year, a resolution shall be made by the shareholders' general meeting and passed by more than two-thirds of the voting rights held by shareholders present at the meeting.

Listed companies establish independent directors.

A listed company has set up a secretary to the board of directors, which is responsible for the preparation of the company's shareholders' meeting and board meeting, document storage, company equity management, and handling of information disclosure matters.

If a director of a listed company has an affiliated relationship with an enterprise involved in a resolution made at a board meeting, he shall not exercise voting rights on that resolution or act on behalf of other directors. The board meeting can be held by the presence of more than half of the unaffiliated directors, and the resolutions made at the board meeting must be approved by more than half of the unaffected directors. If the number of unrelated directors present at the board of directors is less than three, the matter shall be submitted to the shareholders' meeting of the listed company for consideration.

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