Legal analysis: the change of directors requires the consent of the shareholders' meeting. Documents submitted by directors, supervisors and managers for change. A limited liability company shall submit resolutions of the shareholders' meeting (signed by shareholders representing more than two thirds of the voting rights, signed by natural person shareholders and sealed by shareholders other than natural persons), resolutions of the board of directors (signed by directors) or other relevant materials. A joint stock limited company shall submit the minutes of the shareholders' meeting (sealed by the promoters representing more than two thirds of the voting rights or signed by the chairman of the shareholders' meeting and the directors present) and the resolutions of the board of directors (signed by the directors). Written decision submitted by a one-person limited liability company to shareholders (signed by the natural person shareholder and sealed by corporate shareholders), resolution of the board of directors (signed by the directors) or other relevant materials. Written decision (official seal), resolution of the board of directors (signature of directors) or other relevant materials submitted by a wholly state-owned company to the investor or its authorized department. The company shall bear the burden of proof for the legality of the convening procedure of the board of directors and the authenticity of the resolutions of the board of directors.
Legal basis: Article 37 of the Company Law of People's Republic of China (PRC), the shareholders' meeting shall exercise the following functions and powers: (1) to decide the company's business policy and investment plan; (2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors; (3) Examining and approving the report of the board of directors; (4) Examining and approving the reports of the board of supervisors or supervisors; (5) To examine and approve the annual financial budget plan and final accounts plan of the company; (VI) To examine and approve the company's profit distribution plan and loss recovery plan; (7) To make resolutions on the increase or decrease of the registered capital of the company; (8) To make resolutions on the issuance of corporate bonds. (9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; (10) Amending the Articles of Association. (eleven) other functions and powers stipulated in the articles of association. Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.