Duties and Obligations of Corporate Legal Counsel

1. The company's legal counsel includes special legal counsel and perennial legal counsel, and its services mainly include: assisting the employer in establishing a legal dispute prevention mechanism, dealing with existing relevant legal issues in a timely manner, and cooperating with relevant departments of the employer. 2. Specifically:

Answering legal advice, providing advice or issuing legal opinions in accordance with the law; Assist in drafting, formulating, reviewing or revising contracts, articles of association and other legal documents; At the request of the customer, participate in consultations, negotiations, etc.

Article 8 of the Interim Regulations of the People's Republic of China on Lawyers.

The employment contract or agreement for a lawyer to serve as corporate legal counsel shall state that the lawyer has the following rights:

1) Consult the documents and materials of the enterprise related to the undertaking of legal affairs.

2) Understand the relevant situation of the enterprise's production, operation, management and external contact activities (3) Attend the relevant meetings of production, operation, management and external activities convened by the leaders of the enterprise.

4) Obtain office, transportation, and other working conditions and facilities necessary for the performance of the duties of corporate legal counsel.

Traditional corporate legal counsel mostly provides services for a single lawsuit or a single legal matter of an enterprise, and once the matter is over, the legal counsel service will basically end. Legal counsel services in the new era should accompany the enterprise for life. Corporate counsel should play an important role in the whole process of establishment, division, merger, transfer and final termination of the enterprise.

Equity structure, equity incentives, operational risk control, human resources management, investment and financing in enterprises.

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1. Provide legal advice on daily operation and management affairs, answer legal consultations, and issue legal opinions and suggestions as needed;

2. Provide oral or written legal opinions and suggestions for the company's major business decisions, and provide relevant laws, regulations and policy basis;

3. Review and revise Party A's contract and related legal documents; Review the relevant legal documents of the company;

4. According to the requirements of the company, the legal education can be carried out for the staff of the company;

5. At the request and entrustment of the company, issue legal opinions, lawyer's certificates, lawyer's statements and other legal documents on relevant issues;

6. Participate in the handling of civil economic disputes or other major disputes that have not yet been litigated in the company's business and management activities;

7. Accept the entrustment of the company, ** non-litigation legal affairs such as commercial investigation services and credit investigations;

8. Participate in civil, economic, criminal and administrative litigation and arbitration activities to safeguard the legitimate rights and interests of the client;

9. Other legal affairs negotiated by both parties.

1. Several judicial interpretations of the Company Law.

1 Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (1);

2 Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II);

3 Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III).

2. What are the special provisions of the Company Law on a one-person limited liability company?

After the amendment of the Company Law, a one-person company has been clearly recognized in law, but in view of the fact that there is only one shareholder of a one-person company, and it is easy to use the status of an independent legal person of a limited liability company to infringe on the interests of creditors and disrupt the economic order, the Company Law has made various regulations on one-person companies in the system, so investors should be familiar with these regulatory systems when establishing a one-person company. Combined with the relevant provisions of the Company Law, the relevant regulatory systems for the reburial of bridges for one-person companies are as follows:

1. Capital contribution. The minimum registered capital of a one-person company is raised to 100,000 yuan and cannot be paid in installments.

2. Publicity. The company registration and business license shall contain the information of the sole proprietorship of natural persons or legal persons.

3. Financial supervision. Financial accounting reports shall be prepared at the end of each fiscal year and audited by accounting firms.

4. Pierce the company's veil. If the shareholder cannot prove that the company's property is independent of the shareholder's own property, the property is commingled, and the principle of piercing the legal person veil shall apply, and the shareholder shall be jointly and severally liable for the company's debts. In addition, these provisions implement a reversal of the burden of proof.

5. Quantity limit. A natural person can only set up one one-person company, and the one-person company may not set up another one-person company. The above provisions do not apply to legal persons and their established one-person companies.

Corporate Counsel.

1) Day-to-day legal affairs1. Consultation and advice on common legal issues of the company; 2。Participate in contract negotiations, develop negotiation strategies and plans, draft and approve commercial contracts; 3。

Participate in the drafting and revision of the company's personnel management, financial management, labor and employment, contract management and other rules and regulations, regulations or legal documents.

4. Conduct legal training for the company's employees and management, improve the legal awareness of employees, and improve the legal awareness of management personnel; Sun Song.

5. Drafting and reviewing the industrial and commercial registration materials, articles of association and other legal documents of the newly registered company;

6. Review legal documents related to intellectual property rights and provide lawyer advice for related legal affairs; 7. Provide lawyer advice for legal affairs; 7。Guidance on the company's business administration and tax regulations; 8。Provide legal opinions on the company's major business decisions and major projects; 9。

Participate in the board of directors and analyze and demonstrate the legal issues involved in the board of directors' topics; 10。Provide the legitimacy of the corporate governance structure (including the structure of the board of directors, the structure of the shareholders' meeting, and the structure of the board of supervisors).

2) Legal affairs of major business activities1. Participate in the merger and separation activities of the company, demonstrate its legal feasibility and operability, draft and approve specific legal documents, and participate in the negotiation and supervision of the entire activity; 2。Participate in the company's bidding activities, project negotiations, legal opinions and project bidding documents; 3。

Participate in the company's shareholding reform or asset restructuring, issue legal opinions, draft and review relevant legal documents;

4. Participate in the company's acquisition and anti-takeover, cooperate with the company to conduct legal argumentation and analysis, draft and review relevant legal documents, and handle relevant legal affairs; 5。Participate in the selection and negotiation of investment projects, design investment plans, and assist in finding investment opportunities and investment partners; 6。Participate in important economic activities such as financial leasing and asset transfer, and handle related legal affairs.

3) Other legal affairs1. credit checks of business companies; 2。Participate in litigation and arbitration as the company's first person; 3。

Other legal matters. According to the Lawyers Law of the People's Republic of China, lawyers who practice full-time in law firms may be hired to serve as corporate legal counsel and provide legal counsel services to enterprises.

Article 8 of the Provisional Regulations of the People's Republic of China on Lawyers stipulates that the contract or agreement on the employment of a lawyer serving as an enterprise legal counsel shall state that the lawyer shall have the following rights: (1) to consult the documents and materials of the enterprise related to undertaking legal affairs, (2) to understand the relevant situation of the enterprise's production, operation, management, and external contact activities, (3) to attend the relevant meetings on production, operation, management, and external activities convened by the leaders of the enterprise, and (4) to obtain the necessary office work to perform the duties of the enterprise's legal counsel. Transportation and other working conditions and conveniences.

Legal counsel includes special legal counsel and perennial legal counsel, whose services mainly include: assisting the employer in establishing a legal dispute prevention mechanism, dealing with existing relevant legal issues in a timely manner, and cooperating with relevant departments of the employer. The specific consultants are as follows:

1. Answering legal advice, providing advice or issuing legal opinions in accordance with the law.

2. Assist in drafting, formulating, reviewing or revising contracts, articles of association and other legal documents.

3. At the request of the client, participate in consultation, negotiation, legal analysis and argumentation.

4. Sign, serve or accept legal documents on behalf of the customer.

5. Upon request, conduct legal argumentation, propose solutions, issue negotiation letters, issue legal opinions, or participate in non-litigation negotiations, coordination, and mediation on disputes that have been, faced, or may occur to customers.

6. Teach legal practice knowledge at the request of clients.

7. Monitor the issuance and revision of laws and regulations related to customers at the request of customers.

8 **Participate in litigation, mediation, or arbitration.

9. Help corporate customers establish and improve various rules and regulations.

10. Assist corporate clients in establishing legal service institutions, conducting legal training and legal publicity.

11. Handle other legal affairs as agreed by both parties.

1. Daily legal affairs.

1. Provide legal advice on the legal issues involved in the business of the consulting unit.

2. Review the legal documents drafted by the consulting unit, and help the consulting unit formulate and revise internal rules and regulations.

3. Provide reference opinions for consultants to draft and revise economic contracts.

4. Draft and revise labor contracts for consulting units, and help adjust the labor-management system.

5. Conduct legal feasibility analysis for decision-making matters in the production, operation and management of the consulting unit, and provide a feasibility report.

6. Provide legal advice for the protection of trademark rights, patent rights, copyrights, trade secrets and exclusive management rights of the consulting unit, and assist the consulting unit in formulating confidentiality systems and confidentiality agreements.

7. According to the needs of Gu Xindong's promotion unit, attend major meetings and provide legal advice on the spot.

8. According to the needs of the consulting unit, issue a lawyer's letter in the name of the legal counsel.

9. According to the needs of the consulting unit, conduct legal training for employees.

10. According to the needs of the consulting unit, intervene in the company's various investment activities in advance and provide relevant legal services.

11. According to the financial information provided by the consultant, analyze the company's creditor's rights and propose corresponding treatment plans for non-performing assets.

12. Participate in the negotiation of major economic projects of the consulting unit and provide legal opinions.

2. Non-litigation legal affairs.

1. Conduct relevant corporate credit investigation for the consultant unit and issue an investigation report.

2. Issue a lawyer's witness certificate or legal evaluation letter for the legal acts and legal facts of the consulting unit.

3. Provide legal services for the establishment of enterprises, equity transfer, capital increase and reduction, bidding and bidding, merger and division, liquidation and cancellation, asset restructuring, restructuring and listing of consulting units.

4. **Consultant unit handles all kinds of notarization.

5. ** Consultant unit applies for trademark, patent, copyright application, registration, registration, transfer and filing procedures.

6. **Legal affairs involved in the handling of credit, mortgage loans, commercial loans, project financing, financial leasing and other financing matters by the consulting unit.

7. The consultant unit handles the relevant procedures involved in real estate business such as real estate development, land acquisition and demolition compensation, land use right transfer and transfer, first- and second-hand building sales, building mortgages, lease and mortgage slippery aging, property rights registration and transfer, etc.

8. The consulting unit handles the legal affairs involved in import and export, insurance trust, maritime affairs, overseas investment, international transportation and technology transfer.

9. Handle other non-litigation legal affairs entrusted by the consulting unit.

3. Litigation and legal affairs.

1. The consulting unit conducts mediation and reconciliation of civil and economic disputes.

2. ** Consultant unit conducts litigation of civil, criminal, economic and administrative cases.

3. ** Consultant unit for arbitration of economic, labor and foreign-related cases.