【正文】 s basic management system。s internal management departments。s annual business plans and investment plans。 and(11) Other functions as specified in the bylaw. Article 48 A 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 fails to perform his duties, it 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 fails to perform his duties, it may be convened or presided over by a director whom is jointly remended by half or more of the directors. Article 49 Unless it is otherwise provided for by this Law, the discussion methods and voting procedures of the board of directors shall be specified by the bylaw. The board of directors shall make minutes of the decisions about the matters discussed at the meetings thereof. The shareholders who attend the meeting shall affix their signatures to the minutes. In the voting on a resolution of the board of directors, every director shall have one vote. Article 50 A limited liability pany may have a manager, who shall be hired or dismissed upon decision of the board of directors. The manager shall be responsible for the board of directors and shall exercise the following powers:(1)Taking charge of the management of the production and business operations of the pany, organizing the implementation of the resolutions of the board of directors。(10) Working out the pany39。(9) Making decisions on hiring or dismissing the pany39。(8) Making decisions on the establishment of the pany39。(7) Working out the pany39。(6) Working out the pany39。(5) Working out the pany39。(4) Working out the pany39。(3) Determining the pany39。(2) Implementing the resolutions made at the shareholders39。 meeting and exercise the following functions:(1) Convening shareholders39。 representatives who are to serve as board directors shall be democratically elected by the employees of the pany through the general assembly of the representatives of employees, employees39。 meeting shall be provided for in the bylaw. A resolution made at a shareholders39。 meeting shall make the minutes for the decisions about the matters discussed at the meeting. The shareholders who attended the meeting shall affix their signatures to the minutes. Article 43 The shareholders shall exercise their voting rights at the shareholders39。 meeting, the board of supervisors or the supervisor of the pany with no board of supervisors may convene and preside over such meetings. If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholders representing 1 / 10 or more of the voting rights may convene and preside over such meetings on their own initiatives. Article 42 Every shareholder shall be given a notice 15 days before a shareholders39。 meetings shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or fails to perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or fails to perform his duties, the meetings shall be presided over by a director jointly remended by half or more of the directors. For a limited liability pany with no board of directors, the shareholders39。 meeting shall be convened and presided over by the shareholder who made the largest capital contributions, and he shall exercise his powers according to this Law. Article 40 The shareholders39。 (11) Other functions as specified in the bylaw. If all the shareholders consent to any of the matters listed in the preceding paragraph by writing , they do not need to hold a shareholders39。 (9) Adopting resolutions about the assignment, splitup, change of pany form, dissolution, liquidation of the pany。s registered capital。 (6) Deliberating and approving pany profit distribution plans and loss recovery plans。 (4) Deliberating and approving reports of the board of supervisors or the supervisor。 (2) Electing and changing the directors and supervisors assumed by nonrepresentatives of the employees and deciding the matters relating to their salaries and pensations。 meeting shall exercise the following functions:(1) Determining the pany39。s court to demand the pany to open the books for his review. Article 35 Shareholders shall be distributed with the dividends based on the percentages of the capital that they actually contributed. When a pany is going to increase the capital, its shareholders have the preemptive right to subscribe to the new capitals based on the same percentages of the old capital that they contributed. The exception shall be given if all shareholders agree that they will not be distributed with the dividends or have the preemptive right to subscribe to the new capitals based on the percentages of the old capital that they contributed. Article 36 After the establishment of a pany, no shareholder may illegally take away the registered capital. Section 2 Organization Structure Article 37 The shareholders39。 meetings, as well as the financial reports. Every shareholder may request to review the accounting books of the pany. Where a shareholder requests to review the accounting books of the pany, it shall submit a written request, which shall state his motives. If the pany, has the legitimate reason to believe that the shareholder39。 meetings, the resolutions of the board of directors39。s name and its amount of capital contributions in the pany registration authority. Where any of the registered items is changed, the pany shall modify the registration. If the pany fails to do so, it shall not, on the basis of the unregistered or unmodified registration item, stand up to any third party. Article 34 Every shareholder shall be en