Time: April 10, 2008 morning

Place: a company office

Consultant: Mr. Zhao, a shareholder, chairman, in April 11, 2008 shareholders meeting Convenor

Lawyer: Tang Youliang, kingbird law firm lawyers, Law No.: 16101994A0001-1

Attend: a notary public office

What XX, supervisors of a limited

Zhao: Tang law, I'm a limited shareholders, my investment is 255000 yuan, accounting for the company's total registered capital of the company is currently chairman of 51% , I still. Our company is going to hold the meeting of shareholders, the conduct of the general election, there are other matters, to ensure that the meeting legal, standardized, avoid disputes, the existing four legal questions.

Tang Youliang sure. For the community to provide legal advice, maintenance the stability of enterprises is our legal responsibility. But I need to tell you as a lawyer, your question itself is consistent with the fact, is objective, for you, I can only answer to your question from the law, legal advice is for reference only, not for you and related personnel commitment or any hints.

Zhao: I know........ My second question is, whether the company directors and supervisors must be shareholders?

Tang Youliang: it should be from the two aspects of law and the articles of association of the company at. "The people's Republic of China Company Law" does not require the directors, supervisors, shareholder to be, only the provisions of the "five kinds of circumstances shall not act as directors, supervisors", that is, the Directors Passive qualification. So, from the angle of corporation law, as long as it does not exist in the five kinds of circumstances, can serve as a director, supervisor. "Company law" 147th "the provisions of the first paragraph in any of the following circumstances, shall not act as directors, supervisors, senior management personnel: (a) no civil capacity or with limited capacity for civil conduct; (two) because of corruption, bribery, embezzlement, misappropriation of property or undermining the order of socialist market economy, be sentenced to a punishment upon completion of execution, not more than five years for a crime, or deprived of political rights, upon completion of execution of the sentence is not more than five years; (three) a bankruptcy liquidation of company, corporate director or director, manager, individual responsibility for the company, enterprise bankruptcy, not more than three years since the company, the enterprise bankruptcy liquidation date of completion; (four) legal representative due to illegal business license is revoked, shall be ordered to shut down the company, enterprise, and individual responsibility, since the company, enterprise or revocation of the business license of not more than three years from the date; (five) the personal debt of a significant amount of outstanding." The provisions of the second paragraph of "company violates the provisions of the preceding paragraph election, appointed director, supervisor or the appointment of senior management personnel, the election, appointment or employment is invalid." The provisions of "third directors, supervisors, senior management personnel during his term of office in the first paragraph of this article under the circumstances, shall be removed from his post." Therefore, whether a certain directors, supervisors have the qualifications, should see him (she) whether there is one of the above five kinds of circumstances, there is one of them, the election is invalid, if none of the above situation, can serve as directors, supervisors. Of course, this depends on the articles of association of the company, if the articles of association of the company shareholders can only act as directors, supervisors, is also possible, if the constitution is not specified, it should be in accordance with the above provisions of the law.

Zhao: our company's charter also don't ask directors, supervisors must be shareholders, but also the actual situation of our company is, the vast majority of shareholders are not employees of our company, the vast majority of company backbone are not shareholders, if not let these people into the leadership of the company, is not conducive to enterprise development and stability. So I want to try to ensure that legitimate premise, the enterprise can have several good into the board of directors or executive supervisors. But I worry that some people may not understand, future disputes, so we want to ask you about this legal problem analysis.

Tang Youliang: in fact, directors, supervisors need not to have the identity of shareholders as the premise, which belongs to the company law of common sense, is also the company law provisions have some meaning. Understanding theory need not be elaborate, we look at the "company law" of the people's Republic of China system can know, for example, according to the "company law"Article fifty-eighthThe first "one person limited liability company's establishment and organization, the provisions of this section; not the provisions of this section, shall be governed by the provisions of section 1 of this chapter, section second." The "company law" in forty-fifth the first paragraph is applicable to a human of company, but the "company law" forty-fifth paragraph 1 is "limited liability company shall have a board of directors, the member is three to thirteen". Visible, since a company may set up "three to thirteen" board of directors, the directors may not have the identity of the shareholders, the directors need not possess identity of shareholders in.

But in view of the specific situation in your company, if it is because of the reason above it cause you to decide from the election in part of staff and workers of the company directors, then, suggest you before the determination of these candidates, take appropriate forms to hear what the opinion of them, this effect is better, but it belongs to the specific operational issues, rather than purely legal issues there is no specific requirements, the company law in this respect.