General Meeting of Shareholders
The general meeting of stockholders performs the following powers and duties: deciding business plan and investment plan of the Company, electing and replacing the directors and supervisors assumed by non-employees, reviewing and approving the reports of the board of directors and the board of supervisors, reviewing and approving the Company's annual budget, final account, profit distribution, and change of registered capital, amendments to the Articles of Association, and other matters conferred by laws, regulations and the Articles of Association.
Board of Directors
The Board of Directors of the Company is made up of nine directors, including three independent non-executive directors, three non-executive directors, and three executive directors. The Board of Directors shall exercise its functions and powers as prescribed in the Articles of Association, be responsible for convening general meetings, report its work to the general meetings, execute the resolutions of the general meetings and be responsible to the general meetings. The following major functions and powers shall be exercised by the Board of Directors of the Company: to convene the General Meetings, to make decisions on the Company’s operating plans and investment plans, specific annual operational objectives, and financing plans other than those for the issuance of the Company’s bonds or other securities and the listing of the Company, to develop the Company’s annual plans for financial budget and financial accounts, to develop the Company’s plans for profit distribution and deficit coverage; to develop the Company’s plans for the increment to or reduction of the Company’s registered capital, to develop plans for the issuance of bonds or other securities of the Company and the Company’s listing plans, other functions and powers as prescribed in laws, regulations, and the listing rules of the exchange in the place where the Company’s shares are listed and other functions and powers granted by the general meeting and in the Article of Association. Such specialized committees as the Nomination Committee, the Strategy Committee, the Remuneration and Appraisal Committee, and the Audit Committee subordinate to the Board of Directors shall be set up to conduct studies on specialized issues and propose opinions and suggestions to the Board of Directors to use for reference when making decisions.
Board of Supervisors
The Company’s Board of Supervisors shall be made up of three supervisors, including a supervisor as a representative of the Company’s staff members and two supervisors who are not representatives of the Company’s staff members. The Board of Supervisors shall be responsible to the general meeting of shareholders. The Board of Supervisors shall conduct supervisions over lawfulness of the Company’s finance staff, directors, and other members of the senior management in their performance of duties and safeguard the lawful rights and interests of the Company and its shareholders. The Board of Supervisors shall be responsible to and report to the general meeting of shareholders, and exercise the following functions and powers:To check up the Company’s finance;To check such financial data as financial reports, operating reports, and profit distribution plans that the Board of Directors propose to submit to the general meeting of shareholders and if any doubt were found out, it would be possible to entrust certified public accountants and practicing auditors on behalf of the Company to help to conduct a review;To put forward proposals to the sessions of the General Meeting;To negotiate with directors and the senior management on behalf of the Company or bring an accusation against directors and the senior management;To propose to convene an extraordinary session of the Board of Directors; To elect out the Chairman of the Supervisory Board; and other functions and powers as prescribed in the Articles of Association.