What is the fourth interpretation of People's Republic of China (PRC) Company Law in 2022?

In order to correctly apply the Company Law of People's Republic of China (PRC), combined with the trial practice, we hereby make the following provisions on the legal issues applicable to the people's courts in handling cases such as the invalidity and revocation of the resolutions of the company's organ meetings, the dispute over shareholders' right to know, the dispute over the subscription of new capital of a limited liability company, the dispute over the issuance of new shares by a joint stock limited company, the dispute over the claim for profit distribution, the dispute over the transfer of shares, and the dispute over the litigation of shareholders' representatives. 1. the dispute over the invalidity of the resolution of the meeting of the legal person organ and the cancellation of the resolution 1. (Plaintiff of Invalid Litigation) Shareholders, directors, supervisors and employees of the company who have an interest in the resolution of the shareholders' meeting or the shareholders' general meeting or the board of directors may request to confirm that the resolution of the shareholders' meeting or the board of directors is invalid. 2. (Plaintiff's Shareholder Status in Cancellation Litigation) The plaintiff who brings a lawsuit to cancel the resolution of the shareholders' meeting or the general meeting of shareholders or the board of directors shall continue to be a shareholder of the company from the time when the resolution of the meeting is formed until the time of prosecution. When bringing a lawsuit, the plaintiff shall submit the register of shareholders of the company registered by the company registration authority, the registered shares and bearer shares issued by the company, or the securities account opened in the stock exchange to prove his identity as a shareholder. If the plaintiff submits other written documents to prove his shareholder status and the company recognizes it, the people's court shall allow him to sue as a shareholder. If the company has evidence to prove that the plaintiff is no longer a shareholder of the company, the people's court shall rule to dismiss the prosecution. 3. (Litigation Status of Parties in Invalidation and Cancellation Litigation) If the plaintiff files a lawsuit to confirm that the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors is invalid or cancels the resolution of the above meeting, the company shall be listed as the defendant, and the relative stakeholders involved in the resolution may be listed as the * * * co-defendant or the third party. Other shareholders of the company who request to participate in litigation for the same reasons as the plaintiff shall be classified as * * * with the plaintiff. However, the people's court shall not allow other shareholders of the company who apply to participate in the cancellation of the resolutions of the above-mentioned meeting to apply at a time that does not meet the provisions of the second paragraph of Article 22 of the Company Law or to cease to be shareholders of the company. Two. (For the absence of resolutions and resolutions, see the attached table) If the plaintiff claims that the resolutions of the shareholders' meeting or the shareholders' general meeting or the board of directors are invalid or revoked, the people's court shall consider the relevant resolution documents invalid or the forged relevant contents invalid: 1, and the contents of the resolution violate the mandatory provisions of laws and administrative regulations; 2. The company did not hold a meeting or held a meeting but did not vote or the number of voters did not reach the legal majority, thus forming a resolution document; 3. Although the company held a meeting, the resolution of the meeting was inconsistent with the minutes of the meeting, and the company could not prove that the contents of the minutes of the meeting were wrong; 4. The meeting resolution signed by shareholders or directors is forged or other forged meeting or meeting resolution. 5. (Exercising Shareholders' Rights Without Notice) If the plaintiff shareholders sue to declare the resolution of the shareholders' meeting invalid or request to cancel the resolution of the shareholders' meeting on the grounds that they did not receive the notice of the meeting but did not know that the meeting was held, the people's court shall accept it. 3. The people's court shall deem the resolutions formed by the shareholders' meeting and the shareholders' meeting convened by the company without fulfilling the notification obligation invalid; Although the company fails to fulfill the notification obligation, but the plaintiff's shareholders attend the meeting or vote, and the plaintiff's prosecution time is in line with the provisions of the second paragraph of Article 22 of the Company Law, the people's court shall decide to cancel the resolution of the shareholders' meeting or shareholders' meeting; If the company has evidence to prove that it has fulfilled the notification obligation to the plaintiff's shareholders, and the notification method complies with the law and the shareholders have agreed with the company in advance, the people's court shall rule to dismiss the prosecution; If the company has fulfilled its obligation to notify the plaintiff's shareholders, but the resolution of the shareholders' meeting or shareholders' meeting is otherwise invalid or meets the conditions for revocation, the people's court shall consider the resolution of the shareholders' meeting or shareholders' meeting invalid or revoke it. Four. (Consent to the resolution by behavior or intention afterwards) If the plaintiff brings a lawsuit to cancel the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors, and the company has evidence to prove that one of the following circumstances exists, the people's court shall reject the plaintiff's claim: 1 After the shareholders' meeting or shareholders' meeting or the board of directors formed a resolution, the plaintiff's shareholders clearly expressed their intention and agreed to the contents of the resolution of the relevant meeting; 2. After the shareholders' meeting or shareholders' general meeting and the board of directors form a resolution, the plaintiff's shareholders clearly act independently and accept the contents of the resolutions of relevant meetings; 3. The company's shareholders' meeting or shareholders' meeting and the board of directors form a new resolution, which changes the relevant contents involved in the plaintiff's prosecution; 4. Other circumstances in which the plaintiff's shareholder sued in violation of the law. 5. (Suspension of Execution of Resolutions and Guarantees) When a people's court hears a case in which a resolution of the shareholders' meeting or the shareholders' meeting or the board of directors is invalid or revoked, the plaintiff may apply to the people's court to notify the defendant or a third party to suspend the execution of the relevant contents of the resolution, and the defendant or the third party has the right to ask the plaintiff to provide corresponding guarantees. 6. If the people's court confirms that the plaintiff's reason for suspending the execution of the resolution of the meeting is established after examination, it shall notify the defendant or the third party company to suspend the execution of the relevant resolution; If the defendant or a third party requests the plaintiff to provide corresponding guarantee, and the plaintiff cannot provide it, the people's court shall notify the plaintiff to reject the application. 7. (Handling of Guarantee Fee) When the people's court hears a case in which the resolution of the shareholders' meeting or the shareholders' general meeting or the board of directors is invalid or revoked, if the company requests the plaintiff to provide guarantee and claim compensation, it shall provide corresponding evidence. 8. If the people's court decides not to accept or reject the lawsuit or claim, and the company suffers property losses because the lawsuit is invalid or revoked, the people's court may also order the plaintiff or guarantor to compensate within the scope of guarantee. 9. (Retroactivity of Judgment) When the people's court decides that the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors is invalid or revoked, the resolution is not legally binding from the beginning, but the foreign legal relationship established by the company according to the resolution naturally loses its legal effect. 10. In case of disputes arising from other legal relationships established by resolutions of the shareholders' meeting, the shareholders' general meeting and the board of directors, the parties may request to be tried together with the lawsuit whose resolutions are invalid or revoked, or they may file a separate lawsuit.