Article 118
A joint stock limited company shall have a board of supervisors, which shall be composed of not fewer than three (3) members.
The board of supervisors shall be composed of the shareholders' representatives and representatives of the workers of the company. The number of the workers’ representatives shall not be lower than one third of all the supervisors, the specific percentage of which shall be determined in the articles of association. The workers' representatives on the board of supervisors shall be democratically elected by the workers of the company through the congresses or assemblies of the workers and staff members or other forms. The board of supervisors shall have one chairman that shall be elected by more than half of all the supervisors. The meetings of the board of supervisors shall be convened and presided over by the chairman of the board. In the event that the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a supervisor jointly nominated by more than half of all the supervisors.
A director and a senior officer may not serve concurrently as a supervisor.
The provisions of Article 52 on the term of the supervisor of a limited liability company shall apply to the supervisor of a joint stock limited company.
Article 119
The provisions of Article 54 and Article 55 on the functions and powers of the board of supervisors of a limited liability company shall apply to the board of the supervisors of a joint stock limited company.
Reasonable expenses necessary for supervisors to performance their duties shall be borne by the company.
Article 120
The board of supervisors shall convene a meeting at least every six months. An interim meeting of the board may be called at the request of supervisors.
The rules of deliberation and voting procedures for the board of supervisors shall be stipulated by the articles of association of the company.
The board of supervisors shall prepare a minute of the meeting signed by all supervisors attending the meeting.
Section Four Special Provisions on the Structure of a Listed Company
Article 121
A listed company referred to herein means a joint stock limited company whose shares are listed and traded on a securities exchange.
Article 122
Any purchase or sale of major assets within one year or provision of a security in an amount in excess of thirty percent (30%) of the total assets by a listed company shall be deliberated and determined at a general meeting of shareholders and the resolution adopted by such a meeting requires affirmative votes by shareholders representing two-thirds of the voting rights.
Article 123
A listed company shall have independent directors the specific method of which shall be determined by the State Council.
Article 124
A listed company shall have a secretary of the board of directors whose responsibilities include the preparation of the general meeting of shareholders and meetings of the board of directors, maintenance of documents, share management as well as relevant matters concerning information disclosure.
Article 125
The director of a listed company affiliated with the enterprise involved in the matters discussed by the board of directors shall not exercise his own, or represent other directors to exercise voting right for such matters. The meeting of the board of directors may be held once more than half of the unaffiliated directors will be present. The resolution made by the meeting of the board shall be adopted by more than half of all such directors. Where there are not more than three (3) unaffiliated directors, the relevant matters shall be forwarded to the general meeting of shareholders for deliberation.
