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4 In relation to the Company Law of China:
(a) state the composition of the board of directors of a general limited liability company;
(b) state the composition of the board of directors of a limited liability company that is incorporated by two or more state-owned enterprises;
(c) state the way to deal with the situation where the number of directors is less than a quorum due to various causes and the re-election has not been completed.
答案:
4 This question requires candidates to state the composition of the board of directors in different forms of limited liability companies, and the ways to deal with the situation where the number of directors is less than a quorum under the Company Law of China.
(a) In accordance with Article 45 of the Company Law, a general limited liability company shall set up a board of directors which shall be composed of 3 to 13 members, unless otherwise stipulated by the law. The method of the creation of the chairman and vice-chairman of the board of directors shall be stipulated in the articles of association of the company.
(b) In accordance with Article 45 of the Company Law, where a limited liability company is invested and established by two or more state-owned enterprises, its board of directors shall include representatives of the employees of the company. Such representatives of employees shall be elected by the employees of the company through the staff and workers congress, workers’ assembly or other forms of election.
(c) In accordance with Article 46 of the Company Law, where the members of the board of directors are/is less than the quorum because re-election is not conducted upon expiry of the term of office of a director, or a director resigns during his term of office, the said director shall still perform his functions as a director.
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