Legal analysis: In some cases, important resolutions of the shareholders' meeting must be passed by shareholders representing more than two thirds of the voting rights. In other words, the resolution of the general meeting of shareholders does not need to be passed by more than half of the shareholders. This is mainly because the shareholders' meeting is composed of all shareholders, and as the authority of the company, it exercises its functions and powers according to law. According to Article 42 of the Company Law, all shareholders shall exercise their voting rights in proportion to their capital contribution. For matters of different importance, the shareholders' meeting will make resolutions in different ways. For a limited liability company, the following resolutions must be passed by shareholders representing more than two thirds of the voting rights: 1. Amend the Articles of Association; 2. Resolutions on increasing or decreasing the registered capital; 3. Resolutions on merger, division, dissolution or change of corporate form of the company.
Legal basis: Article 42 of the Company Law of People's Republic of China (PRC), shareholders shall exercise their voting rights in proportion to their capital contribution at the shareholders' meeting; However, unless otherwise stipulated in the articles of association. Article 43 The discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, unless otherwise stipulated in this Law. The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.