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Q&A Regarding New Company Law of 2024 (13)

Answer
Q:
What are the methods of discussion and voting procedures of the board of directors?
A:
A meeting of the board of directors shall be held only when more than half of the directors are present. Resolutions made by the board of directors shall be adopted by more than half of all the directors.
The resolution of the board of directors shall be voted on by one person, one vote.
The board of directors shall prepare minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes.

Q:
How to determine the manager of the limited liability company?
A:
A limited liability company may appoint a manager who shall be appointed or dismissed by the board of directors.
The manager shall be responsible to the board of directors and shall exercise his functions and powers in accordance with the provisions of the articles of association or as authorized by the board of directors.

Q:
Can a limited liability company not have a board of directors?
A:
A limited liability company with a small scale or a small number of shareholders may not have a board of directors but have one director who shall exercise the functions and powers of the board of directors as provided for in the Company Law. The director may concurrently serve as the manager of the company.

Q:
What are the members of the board of supervisors of a limited liability company?
A: A limited liability company shall have a board of supervisors, which shall consist of at least three members. The members of the board of supervisors shall include shareholders' representatives and an appropriate proportion of employees' representatives, of which the proportion of employees' representatives shall not be less than one-third, and the specific proportion shall be prescribed by the articles of association of the company. The board of supervisors shall have a chairman who shall be elected by more than half of all supervisors.

Q:
Can a director serve concurrently as a supervisor?
A: The directors and senior managers may not concurrently serve as supervisors.

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