Can the project discussed by the chairman of the board of directors of a listed company not operate

The transfer of assets of a listed company is not necessarily a violation of arm's length dealing

1. According to the articles of association of the listed company, if the transferred "assets"**, income and profits do not touch the boundaries of the board of directors and the general meeting of shareholders, it does not need to be approved by the general meeting of shareholders and the board of directors, and the chairman can be transferred

2. Now let's talk about the pricing of "assets", the determination of "assets" needs to be determined by asset evaluation, auditing, etc., and the income and profits generated by "assets" can be determined according to the audit report of listed companies. That is to say, if you do something on the **, you need to get the confirmation of many independent third parties, and you also need many independent third parties to take responsibility

3. If the chairman of the board of directors can handle all independent third parties without triggering the convening of the board of directors and the general meeting of shareholders, then it is equivalent to the chairman has done enough work, and the transaction is legal; If the chairman of the board of directors does not deal with an independent third party, or triggers the conditions for the convening of the board of directors or the general meeting of shareholders but does not convene the board of directors or the general meeting of shareholders, then it is a clear violation of the rules If the chairman of the board of directors is the controlling shareholder and actual controller, then there will be basically no violation

4. If the "assets" themselves will not touch the boundaries of the board of directors or the general meeting of shareholders, then there is basically no problem of violating laws and regulations Simply put, it is a question of who has the right to approve the transaction, and if the approval power is in the hands of the chairman, it is not considered a violation

5. This question says a lot of "ifs", I think most of this matter can't find anything wrong with the chairman, even if there is a real problem, it is difficult to get evidence to prove that the chairman violated the rules and the transaction was not established

Supplement: In the restructuring situation you mentioned, the chairman has the right to choose an intermediary agency to price the price when he is in office, and the review procedure is also legal, and the evidence of the negotiation between the chairman and the acquirer of "assets" is not enough to prove that the chairman of the board of directors has reached certain agreements with the acquirer, that is, it cannot prove that the chairman of the board of directors has a related relationship. If the agreement between the chairman and the acquirer can be obtained and the chairman can be proved to be a related party, then the power exercised by the chairman can be doubted or even overturned.

According to you, it is unreasonable for the chairman to do this, and if he underestimates the value of the "assets", then it is an infringement on the interests of shareholders. Even if this matter does not constitute an illegal act, when the "assets" are listed or reorganized, you can report to the Issuance Examination Committee of the China Securities Regulatory Commission, the Restructuring Committee, or through an institution such as China Securities News and Shanghai Securities News to carry out the listing or restructuring of the listing or restructuring of the matter of ** Of course, reporting in this situation can at least ensure that the listing and restructuring fail. But the chairman is not unable to avoid this problem If you want to deal with the chairman personally, the evidence is still the most important, and I think it is difficult for you to get relevant evidence if you are not an internal senior person

Legal Analysis: Yes, LLCs do not have a board of directors.

Legal basis: Article 40 of the Company Law of the People's Republic of China Where a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman of the board; If the chairman of the board of directors is unable to perform his duties or does not perform his duties, the vice chairman of the board of directors shall preside; If the vice chairman of the board of directors is unable to perform his duties or does not perform his duties, more than half of the directors shall jointly nominate a director to preside. If a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive directors.

If the board of directors or executive directors are unable to perform or fail to perform their duties of convening a meeting of shareholders, the board of supervisors or the supervisors of a company without a board of supervisors shall convene and preside over the meeting; If the board of supervisors or supervisors do not convene and preside, shareholders representing more than one-tenth of the voting rights may convene and preside over on their own.

Legal analysis: According to the provisions of China's company law, if the number of shareholders is relatively large or the company is relatively large, the company can set up a board of directors, and the board of directors is composed of a specified number of directors, and the board of directors will set up a person to serve as the chairman, so is the chairman a shareholder? According to the provisions of the Company Law, the board of directors of a limited liability company shall have a chairman of the board of directors and may have a vice chairman.

The method for selecting the chairman of the board of directors and vice chairman of the board of directors shall be stipulated in the articles of association. The chairman of the board of directors is elected by more than half of the board of directors, the directors are elected from the general meeting of shareholders, and the chairman is elected from the board of directors to represent the interests of the majority of shareholders. The chairman and vice chairman of the board of directors of a Sino-foreign joint venture shall be determined by the parties to the joint venture through consultation or elected by the board of directors, with one party serving as the chairman and the other party serving as the vice chairman.

The chairman and vice chairman of the board of directors of a Sino-foreign cooperative joint venture with legal personality shall be stipulated in the articles of association of the enterprise, with one party serving as the chairman and the other party serving as the vice chairman. When a foreign-invested enterprise elects a chairman and vice chairman, it is necessary to consider the interests of the entire enterprise and the balance of interests of both investors.

Legal basis: Article 44 of the Company Law of the People's Republic of China A limited liability company shall have a board of directors, and its members shall be three to thirteen; However, except as otherwise provided in Article 50 of this Law. Where two or more state-owned enterprises or two or more other state-owned investment entities invest in a limited liability company, the board of directors shall include representatives of the company's employees; Other limited liability companies may have employee representatives on the board of directors.

The employee representatives on the board of directors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms. The board of directors shall have a chairman of the board of directors and may have a vice chairman. The method for selecting the chairman of the board of directors and vice chairman of the board of directors shall be stipulated in the articles of association.

Convene and report to the general meeting of shareholders; Execution of resolutions of general meetings; Decide on the company's business plan and investment plan; Formulate the company's annual financial budget plan and final account plan; Formulate the company's profit distribution plan and loss recovery plan; Formulate plans for increasing or decreasing the company's registered capital, issuing bonds or other ** and listing plans; Formulate plans for major acquisitions of the company, acquisition of the company** or merger, division, dissolution and change of the company's form; Within the scope of the authorization of the general meeting of shareholders, decide on the company's foreign investment, acquisition of ** assets, asset mortgage, external guarantee matters, entrusted financial management, related party transactions and other matters; Decide on the establishment of the company's internal management organization; Appointment or dismissal of the company's manager and secretary of the board of directors; According to the nomination of the manager, appoint or dismiss the company's deputy manager, financial director and other senior management personnel, and decide on their remuneration, rewards and punishments; Formulate the company's basic management system; Formulating amendments to this Charter; Manage the company's information disclosure; Submit to the general meeting of shareholders the appointment or replacement of the accounting firm as the company's auditor; Listen to the work report of the company manager and check the work of the manager; Other functions and powers conferred by laws, administrative regulations, departmental rules or this charter.

Summary. 1. The chairman of the board of directors must have good physical fitness, be able to withstand greater work pressure, and maintain a good physical condition, so as to be able to serve as the chairman of the board of directors for a long time and stably. 2. The chairman must have good psychological quality, be able to adhere to the correct values, make correct decisions, safeguard the interests of the company, and ensure the development of the company.

3. The chairman must have good communication skills, be able to effectively communicate with all parties inside and outside the company, establish a good relationship, and ensure the development of the company.

If the company wants to go public, what are the requirements for the chairman's body?

1. The chairman of the board of directors must have good physical fitness, be able to withstand greater work pressure, and maintain a good physical condition, so as to be able to serve as the chairman of the board of directors for a long time and stably. 2. A good chairman must have good psychological quality, be able to adhere to the correct values, make correct decisions, safeguard the interests of the company, and ensure the development of the company. 3. The chairman of the board of directors must have good communication skills, be able to effectively communicate with all parties inside and outside the company, establish a good relationship, and ensure the development of the company.

I'm still a little confused, can you be more detailed?

The requirement for the listing of the chairman is that the chairman must have good physical fitness to ensure the normal operation of the company. Reason: The chairman is the leader of the company, and their physical condition directly affects the development of the company.

If the chairman is not in good health, it will affect the normal operation of the company, which will affect the company's listing. Solution: The chairman should regularly check his physical condition, find the symptoms of physical discomfort in time, and seek medical attention in time to ensure good health.

In addition, the chairman should also pay attention to his work and rest time, ensure adequate sleep, and do more physical exercise to enhance the body's resistance. Personal tips: The physical condition of the chairman is an important factor in the development of the company, so the chairman should pay attention to his physical health, regularly check his physical condition, find the symptoms of physical discomfort in time, and seek medical attention in time to ensure good health.