One-vote veto in partnership agreement

Legal analysis: the "one-vote veto" clause can also be called protective clause. It can be said that it is a standard clause in venture capital and equity investment agreements. The purpose of this clause is to protect the rights and interests of investors as minority shareholders and realize a means to control major events of the target company. Protective clauses generally give investors a veto, that is, investors have the right to exercise this right only if the target company decides to engage in this matter.

Legal basis: Article 37 of the Company Law of People's Republic of China (PRC), the shareholders' meeting shall exercise the following powers:

(1) To decide on 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.