Separation of original ownership and legal person property rights [entrustment trust]

①The objects of original ownership and legal person property rights are the same property, but they reflect different economic and legal relationships.

②Original ownership is the ultimate ownership, reflecting who ultimately owns the property, expressed as equity

③The property rights of a company's legal person reflect the actual control over the company's property, and who owns, uses, benefits from, and disposes of the property.

④The ownership of the company's investors is converted into original ownership, and they lose the actual possession and control rights over the company's assets.

⑤The corporate legal person owns legal person assets and has complete control over the assets operated, that is, legal person property rights

⑥The property rights of legal persons are a kind of derived ownership and an economic behavior of ownership.

Separation of legal person property rights and operating rights [Agency]

① The property rights of the company's legal persons are concentrated in the board of directors, while the management rights are concentrated in the hands of the managers

② Management rights are the rights to possess, use and dispose of company property. They are relative to ownership. Compared with legal person property rights, management rights have smaller connotations.

③Operation rights do not include income rights, and legal person property rights include income rights.

④The right to dispose of property in management rights is also restricted. Generally speaking, managers do not have the right to handle company assets by themselves. The board of directors determines the manager’s terms of reference

The board of directors, on behalf of all shareholders, selects and appoints operating personnel suitable for the company.

①The operator is the owner's designated agent and has the right to manage and agency affairs of the enterprise. Its power is limited by the scope of entrustment by the board of directors. Decisions beyond its authority and major decisions need to be reported to the board of directors.

② The company employs operating personnel on a paid basis, and the board of directors has the right to supervise and evaluate operating performance, reward or dismiss them.

①The shareholders’ meeting is the authority

②The board of directors is the most important representative of the company and is fully responsible for the company’s operations.

③Operators are employed by the board of directors to manage the daily business affairs of the enterprise.

④The board of supervisors exercises comprehensive supervision over the work of the board of directors and operating personnel

promoter shareholders

general shareholders

Share flight, transfer and restrictions

natural person shareholder

Legal person shareholder

controlling shareholder

non-controlling shareholder

liquidation

Limited to the amount of capital contribution or shares subscribed

Remember: major matters are decided by the shareholders’ meeting!

Meeting

discuss matters vote

Meeting

Call to host

provisional proposal

vote

Be responsible to shareholders and represent their interests

member

Implement the resolutions of the shareholders' meeting, manage the company's internal affairs internally, and conduct trading activities on behalf of the company externally.

Determine non-major business-level matters (such as plans, plans, management organization setup, appointment of senior executives, important rules and regulations)

This is reflected in the following: ① Fixed members and fixed terms; ② Most of the resolutions are major and recurring matters; ③ There is a specialized working organization (such as an office)

①Convene the shareholders’ meeting and report work to the shareholders’ meeting;

②Implement the resolutions of the shareholders’ meeting;

③Develop various plans and basic management systems

④Determine the establishment of internal management organization, appointment of managers and remuneration matters, etc.

Keywords: convening, executing, formulating plans, internal management

① The restrictions on the powers of the board of directors in the company's articles of association shall not antagonize bona fide counterparts. [For example] A company's articles of association stipulate that the board of directors must unanimously agree before signing a major contract. However, the CEO signed a contract with a supplier without the board's approval. At this time, the supplier is a bona fide counterparty and is not aware of the company's internal restrictions, so the contract is still valid.

② The resolutions made by the board of directors of a listed company related to finance and accounting must be approved by more than half of all members of the audit committee.

Number of people: 3 or more

For smaller companies, there is no need to have a board of directors, but only one director.

For companies with more than 300 employees, the board of directors should have employee representatives

Chairman and Vice Chairman

Refers to those who do not hold other positions other than directors in listed companies and have no interest in the company, its major shareholders and actual controllers [in order to maintain independent and objective judgment]

Conditions: common-sense regulations: more than 5 years of legal and economic work experience required to perform the duties of an independent director

election

term of office

Require

Special powers

All are: Chairman → Vice Chairman → Recommended by more than half of the directors

shares

one person one vote

【Double majority】More than half attend, more than half pass

If a matter resolved by the board of directors is related to a director personally, a written report to the board of directors shall be made in a timely manner, and voting rights or proxy votes shall not be exercised on the resolution [to avoid suspicion]

The resolution must be approved by more than half of the unrelated shareholders present. If there are less than 3 unrelated shareholders, the matter will be submitted to the shareholders' meeting for review.

[Note: no more than 3 years, not a fixed 3 years]

For smaller companies, there is no need to set up a board of supervisors and elect one supervisor, i.e.

On a smaller scale, even supervisors do not need to set up

If the board of directors establishes an audit committee, there will no longer be a board of supervisors or supervisors.

Limited: at least once a year

Shares: at least once every six months

one person one vote

Passed by more than half

①More than half of the directors should be outside directors

②There must be employee representatives

③The members of the board of directors are appointed by the State-owned Assets Supervision and Administration Commission, but the employee representatives among the board members are elected by the employees’ congress.

④The chairman and vice chairman are appointed by the State-owned Assets Supervision and Administration Commission from among the board members [Note: not elected]

⑤ Directors and senior managers are not allowed to work part-time in other companies without the consent of the State-owned Assets Supervision and Administration Commission.

⑥The chairman is the legal representative of the enterprise and has primary responsibility for the reform and development of the enterprise.

Directors are recommended by relevant shareholders based on their equity shares and elected or replaced by the shareholders’ meeting.

Gradually implement the tenure system and contractual management. The company's board of directors grants part of the company's operating and management authority to the company's managers.

Promote the construction of the professional manager system in an orderly manner, gradually expand the team of professional managers, implement market-based compensation in an orderly manner, and explore and improve the medium and long-term incentive mechanism

Taking excellent progress and poor retreat as the goal and assessment and evaluation system

A salary distribution system compatible with the socialist market economy