A case on Chinese Company Law: Faye

Resolutions of shareholder’s meeting

Resolutions of shareholders’ meeting Introduction Resolutions: 1.ordinary resolution 2.special resolution 3.written resolution

Resolutions of shareholders’ meeting Introduction For limited liability company: 1.ordinary resolution: article 44article 44 2.spetial resolution: article 44article 44 3.written resolution: article 38article 38

Article 44 Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be prescribed in the articles of association, unless it is otherwise provided for by this Law. A resolution made at a shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, split- up, dissolution or change of the company form shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.

Article 38Article 38 Section 2 …Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.

Resolutions of shareholders’ meeting Introduction For joint stock limited company: 1.ordinary resolution: article 104article spetial resolution: article 104article written resolution: article 100article 100

Article 104 …When any resolution is to be made by the shareholders' meeting, it shall be adopted by shareholders representing more than half of the voting rights of the shareholders in presence…

Article 104 …However, when the shareholders' meeting makes a decision to modify the articles of association or to increase or reduce the registered capital, or a resolution about the merger, split-up, dissolution or change of the company form, the resolution shall be adopted by shareholders representing 2/3 or more of the voting rights of the shareholders in presence.…

Article 100 Article 100 The provisions regarding the authorities of the shareholders' meeting of a limited liability company as prescribed in the first paragraph of Article 38 of this law shall apply to the shareholders' meeting of a joint stock limited company.

Resolutions of shareholders’ meeting Introduction Special resolution: 1.modify the articles of association 2.increase or reduce the registered capital 3.about the merger, split-up, dissolution 4.change of the company form

Case introduction A is a joint stock limited company, the shareholders’ meeting is being held, which of the following resolutions shall be adopted by shareholders representing 2/3 or more of the voting rights of the shareholders in presence.

Question A. to elect two directors and three supervisors B. to increase company A's registered capital C. to issue the corporate bonds D. to revise the articles of association of the company E. to deliberate and approve profit distribution plans

Answer B & D

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