Four private Enterprises A, B, C and D incorporated as a limited liability company, Yuanda Co Ltd, with a registered capital of RMB 40 million yuan. After three years’ successful business operations from 2005–2008, Yuanda Co Ltd made profits and the net assets of the company increased to RMB 60 million yuan. In January 2009, at the annual shareholders’ meeting of the company, Yuanda Co Ltd adopted a resolution for the following three items: Required: Explain whether the above resolutions (a), (b) and (c) were in conformity with the relevant provisions of the Company Law and Securities Law. NOTE: The mark allocation is shown against each resolution.
(a) On the issue of the replacement of supervisors – Mr Zhang, as appointed by Enterprise B, should replace Mr Wang (who had been appointed by Enterprise D) and Mr Lee, as the vice manager of Yuanda Co Ltd, should replace Mr Ding who was an employee of the company. (4 marks)
参考答案：
In accordance with Article EB of the Company Law, the supervisors as the representatives of employees shall be elected and appointed by the staff and workers of the company through the staff and workers congress, workers’ assembly or other forms.Directors and senior executives of the company shall not concurrently serve as supervisors. In this case, the replacement of Mr Wang by Mr Zhang was in conformity with the Company Law, as Mr Wang used to be a representative of Enterprise D. However, the replacement of Mr Ding by Mr Lee was not in conformity with the Company Law, since Mr Ding was a representative of employees and should be replaced by employees of the company. The shareholders’ meeting had no power to pass a resolution in this regard.