Article 48 The meeting of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or does not perform his duties, the meeting may be convened or presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meeting may be convened or presided over by a director jointly recommended by half or more of the directors.

Article 49 The discussion methods and voting procedures of the board of directors shall be prescribed by the articles of association, unless it is otherwise provided for by this Law. The board of directors shall make records of the decisions on the matters discussed at the meetings thereof. The shareholders who attend the meeting shall affix their signatures to the records.

In the voting on a resolution of the board of directors, one person shall have one vote.

Article 50 A limited liability company may have a manager who shall be hired or dismissed upon the decision of the board of directors. The manager shall be responsible for the board of directors and shall exercise the following authorities:

1. taking charge of the management of the production and business operations of the company, and organizing to implement the resolutions of the board of directors;
2. organizing the execution of the company's annual operational 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 concrete bylaws;
6. proposing to hire or dismiss the company's vice manager(s) and person(s) in charge of finance;
7. deciding on the hiring or dismissing of the persons-in-charge other than those who shall be decided by the board of directors; and
8. other authorities conferred by the board of directors.

If the articles of association prescribe otherwise the authorities of managers, the provisions in the articles of association shall be followed.

The manager attends the meetings of the board of directors as a non-voting delegate.

Article 51 As for a limited liability company with relatively less shareholders or a relatively small limited liability company, it may have an executive director and no board of directors. The executive director may concurrently hold the post of the company's manger.

The authorities of the executive director shall be prescribed in the articles of association.

Article 52 A limited liability company may set up a boardof supervisors, which shall comprise at least 3 persons. A limited liability company, which has relatively less shareholders or is relatively small in scale, may have 1 or 2 supervisors, and does not have to establish a board of supervisors. The board of supervisors shall include representatives of shareholders and representatives of the employees of the company at an appropriate ratio which shall be specifically stimulated in the articles of association. The employees' representatives, who are to serve as members of the board of supervisors, shall be democratically elected by the employees of the company through the assembly of the employees' representatives or the assembly of employees, or by any other means. The board of supervisors shall have one chairman, who shall be elected by half or more of all the supervisors. The chairman of the board of supervisors shall convene and preside over the meetings of the board of supervisors. If the chairman of the board of supervisors is unable to or does not perform his duties, the supervisor recommended by half or more of the supervisors shall convene and preside over the meetings of the board of supervisors.

No director or senior manager may concurrently work as a supervisor.

Article 53 Every term of office of the supervisors shall be 3 years. The supervisors may, after the expiry of their term of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the supervisors, or the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of supervisors prior to the expiry of their term of office, the original supervisors shall, before the newly elected supervisors assume their posts, exercise the authorities of the supervisors according to laws, administrative regulations as well as the articles of association.

Article 54 The board of supervisors or supervisor of a company with no board of supervisors may exercise the following authorities:

1. checking the financial affairs of the company;
2. supervising the duty-related acts of the directors and senior managers, and bringing forward proposals on the removal of any director or seniormanager who violates any law, administrative regulation, the articles of association or any resolution of the shareholders' meeting;
3. demanding any director or senior manager to make rectifications if his act has injured the interests of the company;
4. proposing to convening temporary shareholders' meeting, and convening and presiding over shareholders' meeting when the board of directors does not exercise the functions of convening and presiding over the shareholders' meeting as prescribed in this Law;
5. bringing forward proposals at shareholders' meeting;
6. initiating actions against directors or senior managers according to Article 152 of this Law; and
7. other duties as prescribed by the articles of association.

Article 55 The supervisors may attend the meetings of the board of directors as non-voting delegates, and may raise questions or suggestions on the matters to be decided by the board of directors.

If the board of supervisors or supervisor of the company with no board of directors finds that the company is running abnormally, it (he) may make investigations. Where necessary, it (he) may hire an accounting firm to help it (him) with the relevant expenses being born by the company.

Article 56 The board of supervisors shall hold meetings at least once a year. The supervisors may propose to hold temporary meetings of the board of supervisors.

The discussion methods and voting procedures of the board of supervisors shall be prescribed in the articles of association, unless it is otherwise stimulated in this Law.

The resolution of the board of supervisors shall be adopted by half or more of the supervisors. The board of supervisors shall make records for the resolutions on the matter it discusses, which shall be signed by the supervisors in presence.

Article 57 The expenses necessary for the board of supervisors or the supervisor of a company with no board of supervisors to perform its (his) duties shall be borne by the company.