Resolution of shareholders' meeting of state-owned enterprises

According to the relevant provisions of the Company Law on the shareholders' meeting of a limited liability company, the resolutions of the shareholders' meeting shall include the following contents: 1. Basic information of the meeting: meeting time, place and nature (regular and temporary). 2. Notice of the meeting and shareholders attending the meeting: the time and method of the notice of the meeting; Shareholders attending the meeting and shareholders' abstention. When convening a general meeting of shareholders, all shareholders shall be informed before the meeting 15. 3. Presided over the meeting: The first meeting was convened and presided over by the shareholder with the largest capital contribution; Generally convened by the board of directors and presided over by the chairman; When the chairman is unable to perform his duties due to special reasons, the vice-chairman or other directors designated by the chairman shall preside over the meeting (the letter of appointment of the vice-chairman or director designated by the chairman shall be attached). 4. Resolution of the meeting: Shareholders shall exercise their voting rights in proportion to their capital contribution; The resolution of the shareholders' meeting on the amendment of the Articles of Association, increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the company must be passed by shareholders representing more than two thirds of the voting rights. The specific voting results of the shareholders' meeting, the number of shares represented by the agreed shareholders, and the proportion of the total shares held by the shareholders attending the shareholders' meeting. The situation of shareholders who have objections or abstained. 5. Signature: The shareholders' meeting of a limited liability company decides that the shareholders (natural person shareholders) shall affix their seals or signatures; Legal effect The shareholders' meeting is the highest authority of the company, and the resolutions made by the shareholders' meeting according to law have legal effect. However, the resolution made by the shareholders' meeting shall be legal in procedure and content and conform to the provisions of the company's articles of association, otherwise it may affect the effectiveness of the resolution made by the shareholders' meeting. The main reasons are as follows: 1. Convening procedure of extraordinary shareholders' meeting. The shareholders' meeting of the company shall be notified by the chairman. According to the company's laws and regulations, the right to convene the shareholders' meeting belongs to the board of directors of the company. The chairman has the right to call a board meeting, but he has no direct right to call a shareholders' meeting. Therefore, the chairman has no right to convene an extraordinary shareholders' meeting without holding a meeting of the board of directors to discuss and make a decision. In addition, it should be noted that whether shareholders attend and vote in accordance with the Notice does not affect their right to apply for cancellation of the resolution of the general meeting of shareholders. 2. Notice time of the meeting If there is no special provision in the articles of association and there is no special agreement among shareholders, the company shall notify all shareholders fifteen days before the meeting is held. 3. The articles of association may, within the scope permitted by law, make special provisions on matters related to the resolutions of the shareholders' meeting. The convening procedures, voting methods and resolutions of the shareholders' general meeting violate other special provisions in the Articles of Association, which can also be used as reasons for cancellation. If the resolution of the board of directors has the above defects, the shareholders may also request the people's court to cancel it. In particular, it should be noted that there is a time limit for shareholders to request to cancel the resolutions of the shareholders' meeting and the board of directors. In order to urge the interested parties to exercise their rights as soon as possible and restore the legal relationship to a stable state, the company law specifically limits the time limit for shareholders to exercise their cancellation rights. The time limit for shareholders to request cancellation of the resolutions of the shareholders' meeting and the board of directors is 60 days, counting from the date when the resolutions are made. This period is a predetermined period and cannot be interrupted or extended. Therefore, shareholders must pay attention to the timely exercise of their rights and safeguard their own interests. However, sometimes there are some difficulties in operation. If some shareholders are not notified to convene the shareholders' meeting, they may not know the convening and passing of the resolution. If it is a resolution of the board of directors, it is more likely that shareholders will not know. However, the Company Law does not make any special provision for the above situations (for example, the time limit is calculated from the date when the resolution is known or should be known), but it is rigidly stipulated that "within 60 days from the date when the resolution is made", which may indeed affect the exercise of shareholders' rights and harm shareholders' interests. Before the law is further improved, please pay more attention to it. If the interests of all parties in the company are seriously divided, only take the initiative to understand the company at all times and try to avoid this situation. In addition, as a shareholder, there is no need to ask the court to cancel any resolution of the shareholders' meeting or the resolution of the board of directors that is illegal in procedure (or the content and procedure violate the articles of association). If some resolutions do not harm their own interests after weighing, there is no need to bring them up, so as not to make the relationship between shareholders stiff. In the case of no prosecution, the validity of the revocable resolution will not be affected after 60 days. As for the resolution whose content is illegal, it is invalid from the beginning. Even if no one files a lawsuit, it cannot be translated into an effective resolution. If there is a dispute over whether the content is illegal, the people's court may be required to confirm that the resolution is invalid.