The Company Law is a law that establishes many rules and regulations for enterprises to companies. Not only that, it also stipulates many questions about the functions and powers of shareholders' meeting. The shareholders' meeting has many rights, but at the same time it must follow the provisions of the company law. What does it mean that it does not belong to the authority of the shareholders' meeting according to the provisions of the company law? Let me first talk about the provisions of the company law on the shareholders' meeting. According to Articles 37 and 99 of the Company Law, the shareholders' meeting shall enjoy the following rights: 1. The legal power (1) determines the company's management 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 company's annual financial budget and final accounts; (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) Amend the Articles of Association; In addition, according to the provisions of Article 12 1 of the Company Law, the shareholders' meeting of a listed company has the right to make special resolutions on matters that the listed company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company's total assets. Articles 133, 142 and 148 of the Company Law also stipulate other special powers of the shareholders' meeting. The Company Law stipulates that if the shareholders agree unanimously in writing on the matters listed in the preceding paragraph, they may make a decision directly without convening a shareholders' meeting, and all shareholders shall sign and seal the decision document. Article 39 The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the provisions of this Law. Article 40 Shareholders' meetings are divided into regular meetings and temporary meetings. Regular meetings shall be held on time in accordance with the provisions of the articles of association. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or the supervisors of a company without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened. Article 41 Where a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting. Where a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive director. If the board of directors or the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisors of the company without the board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves. Article 42 When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting. However, unless otherwise stipulated in the Articles of Association or agreed by all shareholders. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes. Article 43 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution; However, unless otherwise stipulated in the articles of association. Article 44 The methods of discussion and voting procedures of the shareholders' general meeting shall be stipulated in the articles of association, 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. The above gives us an introduction to the rights entrusted to the shareholders' meeting by the Company Law, but other than that, according to the provisions of the Company Law, it does not belong to the functions and powers of the shareholders' meeting. Therefore, the shareholders' meeting does not have all the rights. In addition, the company law also has a series of provisions on the establishment of the shareholders' meeting, which all shareholders in the shareholders' meeting should know and abide by.
Legal objectivity:
Article 34 of the Company Law: Shareholders shall receive dividends in proportion to their paid-in capital contributions; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority. Article 35 After the establishment of the company, shareholders may not withdraw their capital contribution. Article 36 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.