According to the Company Law of the PRC, a limited liability company shall have at least one shareholder, one executive director, one supervisor, one general manager and one legal representative. The primary powers and duties of those key roles are set forth in the Company Law. The details are as follows:

1.       Shareholder(s)

The shareholder(s) shall exercise the following powers and functions:

(1)	Determining the company's operational guidelines and investment plans;
(2)	Electing and changing the directors and supervisors assumed by non-representatives of the employees and deciding the matters relating to their salaries and compensations;
(3)	Deliberating and approving reports of the board of directors;
(4)	Deliberating and approving reports of the board of supervisors or the supervisor;
(5)	Deliberating and approving annual financial budget plans and final account plans of the company;
(6)	Deliberating and approving company profit distribution plans and loss recovery plans;
(7)	Making resolutions about the increase or reduction of the company's registered capital;
(8)	Making resolutions about the issuance of corporate bonds;
(9)	Adopting resolutions about the assignment, split-up, change of company form, dissolution, liquidation of the company;
(10)	Revising the bylaw of the company;
(11)	Other functions as specified in the bylaw.

2.       Executive Director or Board of Directors

The executive director or board of directors shall be responsible to the shareholder(s) and shall exercise the following powers and functions:

(1)	Convening shareholders' meetings and presenting reports thereto;
(2)	Implementing the resolutions made at the shareholders' meetings;
(3)	Determining the company's business and investment plans;
(4)	Working out the company's annual financial budget plans and final account plans;
(5)	Working out the company's profit distribution plans and loss recovery plans;
(6)	Working out the company's plans on the increase or reduction of registered capital, as well as on the issuance of corporate bonds;
(7)	Working out the company's plans on merger, split, change of the company form, or dissolution, etc.;
(8)	Making decisions on the establishment of the company's internal management departments;
(9)	Making decisions on hiring or dismissing the company's manager and his salary and compensation, and, according to the nomination of the manager, deciding on the hiring or dismissal of vice manager(s) and the persons in charge of finance as well as their salaries and compensations;
(10)	Working out the company's basic management system; and
(11)	Other functions as specified in the bylaw.

3.       Supervisor or Board of Supervisors

The board of supervisors or supervisor may exercise the following powers:

(1)	To check the financial affairs of the company;
(2)	To supervise the duty-related acts of the directors and senior managers, to put forward proposals on the removal of any director or senior manager who violates any law, administrative regulation, the bylaw or any resolution of the shareholders' meeting;
(3)	To demand any director or senior manager to make corrections if his act has injured the interests of the company;
(4)	To propose to call interim shareholders' meetings, to call and preside over the shareholders' meetings when the board of directors does not exercise the function of calling and presiding over shareholders' meetings as prescribed in the Company Law;
(5)	To put forward proposals at shareholders' meetings;
(6)	To initiate actions against directors or senior managers in accordance with the law; and
(7)	Other duties as provided for by the bylaw.

4.       General Manager

The general manager shall be responsible to the executive director or board of directors and shall exercise the following powers:

(1)	Taking charge of the management of the production and business operations of the company, organizing the implementation of the resolutions of the board of directors;
(2)	Organizing the execution of the company's annual business plans and investment plans;
(3)	Drafting plans on the establishment of the company's internal management departments;
(4)	Drafting the company's basic management system;
(5)	Formulating the company's specific rules and policies;
(6)	Proposing to hire or dismiss the company's vice manager(s) and the person in charge of finance;
(7)	Deciding on the hiring or dismissal of the persons-in-charge other than those who shall be decided by the executive director or board of directors; and
(8)	Other powers conferred by the executive director or board of directors.

5.       Legal Representative

The legal representative of a company shall, be assumed by either the chairman of the board of directors, executive director or general manager according to the company's bylaw. A legal representative is the legal signer of a company who exercises the authorities on behalf of the company and has the general and all-in powers to represent the company. Actions taken by a legal representative are binding on the company as a matter of law.

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