Have the rules of procedure of the board of directors been reviewed by the shareholders' meeting?

Legal analysis: the law does not clearly stipulate that the rules of procedure of the board of directors must be reviewed by the shareholders' meeting, but generally stipulated in the company's articles of association. The articles of association of a joint-stock company clearly stipulate the rules of procedure of the shareholders' meeting and the rules of procedure of the board of directors, and the exercise of these rules must follow the procedures stipulated in the articles of association. If the articles of association do not stipulate that the rules of procedure of the board of directors shall be reviewed by the shareholders' meeting, the rules of procedure of the board of directors need not be reviewed by the shareholders' meeting.

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.