Viewpoint... Practical analysis of the scope of the exercise of shareholders' right to know.

Article 33 Shareholders shall have the right to consult and copy the articles of association, the minutes of the shareholders' meeting, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports.

Shareholders may request access to the accounting books of the company. If a shareholder requests to consult the company's accounting books, he shall submit a written request to the company stating the purpose. If the company has reasonable grounds to believe that the shareholders' access to the accounting books has an improper purpose and may damage the legitimate interests of the company, it may refuse to provide access, and shall reply to the shareholders in writing within 15 days from the date of the written request of the shareholders and explain the reasons. If the company refuses to provide inspection, the shareholder may request the people's court to require the company to provide inspection.

Article 97 Shareholders shall have the right to consult the articles of association, the register of shareholders, the stubs of corporate bonds, the minutes of the general meeting of shareholders, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports, and to make suggestions or inquiries about the operation of the company.

The registration of account books in the first paragraph of Article 15 must be based on audited accounting documents and comply with the provisions of relevant laws, administrative regulations and the unified accounting system of the State. Accounting books include general ledgers, ledgers, journals, and other auxiliary books.

Article 20 Paragraph 2 A financial accounting report shall consist of the accounting statements, the notes to the accounting statements and the statement of financial situation. Financial and accounting reports provided to different users of accounting information should be prepared on a consistent basis. Where the relevant laws and administrative regulations stipulate that the accounting statements, notes to the accounting statements and statements of financial situation shall be audited by a certified public accountant, the audit report issued by the certified public accountant and the accounting firm in which he works shall be provided together with the financial accounting report.

Article 7 Annual and semi-annual financial accounting reports shall include:

(I) accounting statements;

Notes to (II) accounting statements;

(III) Statement of Financial Situation.

The accounting statement shall include the balance sheet, profit statement, cash flow statement and related schedules.

Article 63 Paragraph 2 The accounting books to which shareholders have the right of inspection include accounting vouchers and original vouchers.

10. When shareholders consult the accounting books, can they consult the accounting vouchers together?

A: Shareholders have the right to know about the company's operating conditions, and when shareholders consult the accounting books, they can consult the accounting vouchers together. Reason: Shareholders' right to know is an important way for shareholders to understand the company's operating conditions and supervise management, and is an important basis for shareholders to exercise other shareholders' rights. According to the provisions of Article 33 of the the People's Republic of China Company Law, the right to know enjoyed by shareholders varies according to the content of the inspection. Shareholders have the right not only to inspect, but also to request copies of, and exercise such rights without the obligation to state the purpose of the articles of association, minutes of shareholders' meetings, resolutions of meetings of the board of directors, resolutions of meetings of the board of directors, resolutions of meetings of the board of supervisors and financial and accounting reports. However, in the case of accounting books, shareholders can only consult, not copy, and the exercise of this right must state in writing the purpose of the inspection, if the company has reasonable grounds to prove that the shareholders have improper purposes, may damage the legitimate rights and interests of the company, may also refuse to provide access. When a shareholder consults the accounting books, he may consult the accounting vouchers together. According to the the People's Republic of China Accounting Law, the registration of accounting books must be based on audited accounting vouchers. Therefore, accounting vouchers can be regarded as attachments to accounting books. Although Article 33, paragraph 2, of the the People's Republic of China Company Law provides that shareholders may consult the company's accounting books, it is not clear whether the original accounting documents can be consulted together. However, based on the original accounting documents is the most true reflection of the company's business situation, if the scope of the right of access of minority shareholders is limited to the accounting books, it will be difficult to ensure that the real operation of the company through the accounting books, in the accounting books of a large number of false records, resulting in the shareholders' right to know failed.

Article 19 The accounting books of the company which the shareholders of a limited liability company have the right to consult include bookkeeping vouchers and original vouchers.

Article 33 of the Company Law provides for the general principles of the manner and scope of exercise of the shareholders' right to information of a limited liability company, which may beCheck, copyThe articles of association, the minutes of the shareholders' meeting, the minutes of the meeting of the board of directors, the minutes of the meeting of the supervisory board, and the financial and accounting reports are limited to the accounting books.

Article 97 of the Company Law stipulates the general principles of the exercise and scope of the shareholders' right to know of a joint stock limited company,Review onlyArticles of Association, register of shareholders, corporate bond stubs, minutes of general meetings of shareholders, resolutions of meetings of the board of directors, resolutions of meetings of the supervisory board, and financial and accounting reports.

It should be noted that, according to Article 20 of the Accounting Law and Article 7 of the Regulations on Financial and Accounting Reporting of Enterprises, financial and accounting reports include accounting statements (balance sheet, profit statement, cash flow statement and related schedules), notes to accounting statements and financial statements. According to Article 15 of the Accounting Act, accounting books include general ledgers, detailed ledgers, journals and other auxiliary books.

The court held that, in accordance with the relevant provisions of the Company Law, shareholders have the right to consult and copy the articles of association, the minutes of the shareholders' meeting, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports. The Beijing Education Investment Company has no basis in law to exclude the exercise of shareholders' right to know on the grounds that Peking University High School and Yilin Company have already understood the company's financial situation. With regard to the request to consult the accounting books, Beijiao Investment Company failed to provide effective evidence in this case to prove that Peking University Affiliated High School and Yilin Company had improper purposes, and the first instance judgment supported the litigation claims of Peking University Affiliated High School and Yilin Company.

The court held that this case is a dispute over shareholders' right to know, and the defendant is a joint stock limited company. According to Article 97 of the the People's Republic of China Company Law, the plaintiff, as a shareholder of the defendant company, has the right to consult the articles of association, the register of shareholders, the minutes of the general meeting of shareholders, the resolutions of the board of directors, the resolutions of the board of supervisors and the financial accounting reports. The plaintiff claimed that there was no legal basis for consulting the company's accounting books and accounting vouchers, and the court did not support it.

Accounting vouchers originally recorded the company's operating data, customer information, financial data, shareholder rights and company rights trade-off issues more prominent. Because the company law and related judicial interpretations do not clearly include accounting documents as the scope of the exercise of shareholders' right to know, there are different understandings of local courts in judicial practice as to whether shareholders can exercise their right to know about accounting documents, and there are three main judicial views:

Viewpoint 1: Shareholders have no right to consult accounting documents outside the scope of statutory exercise.

The court held that it was the right of shareholders to consult and copy the articles of association, the minutes of the shareholders' meeting, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the supervisory board and the financial and accounting reports, and that the shareholders' access to the company's accounting books should be based on the premise that there was no improper purpose and that it would not harm the legitimate interests of the company. Fuba Company is a shareholder of Hairong Boxin Company. Shareholders have the right to know about the operation of the company and have the right to consult the relevant information of the company. Article 13, paragraph 1, of the the People's Republic of China Accounting Law stipulates: "Accounting vouchers, accounting books, financial accounting reports and other accounting information must comply with the provisions of the unified national accounting system." Article 14, paragraph 1, states: "Accounting vouchers include original vouchers and bookkeeping vouchers." According to the aforementioned law, the accounting books do not include original vouchers and bookkeeping vouchers. The protection of shareholders' right to know and the interests of the company needs to be balanced, so we should not arbitrarily expand the scope of the interpretation of shareholders' right to know beyond the provisions of the law. The the People's Republic of China Company Law only limits the scope of shareholders' access to accounting information to financial accounting reports and accounting books, does not involve original documents, and the second-instance judgment does not support Fuba's request for access to the original documents of Hairong Boxin Company, which is not improper. Article 9 of the "the People's Republic of China Accounting Law" does not give shareholders the right to consult the company's original documents. The guidance of the Beijing Higher People's Court does not have the effect of judicial interpretation. Fuba's request for a retrial of this case based on the above provisions cannot be established. Retrial ruling: Reject Fuba Company's application for retrial.

The court held that, according to Article 13, paragraph 1, of the the People's Republic of China Accounting Law, "accounting vouchers, accounting books, financial accounting reports and other accounting information must comply with the provisions of the unified national accounting system." Paragraph 1 of Article 14 "Accounting vouchers include original vouchers and accounting vouchers." According to other regulations, accounting books and accounting vouchers are parallel legal concepts, and the company law has clearly defined the scope of shareholders' access, so it is not appropriate to make an expanded explanation. Therefore, Dongli Company believes that Wang Lizhong has no right to access Dongli Company's accounting vouchers and property lists (including accounting vouchers, relevant original vouchers and relevant materials recorded as attachments to original vouchers for future reference), which are legally based and supported by our hospital.

Viewpoint 2: Accounting vouchers are an important basis for the preparation of accounting books, the scope of "accounting books" should be expanded to understand, you can consult accounting vouchers.

The court held that the shareholders' right to know is the right of shareholders to have a true understanding and mastery of important information or information such as the operation and management of the company, and is the basic right of shareholders to exercise the rights of asset income, participation in major decisions and selection of managers in accordance with the law. From the legislative value orientation, the key is to protect the legitimate rights and interests of small and medium-sized shareholders. Article 34, paragraph 2, of the Company Law provides that "shareholders may request access to the company's accounting books." The right of access to books is an important part of the shareholders' right to know. One of the most important things that shareholders know about the company's operations is to understand the company's financial situation by consulting the company's books. Article 9 of the the People's Republic of China Accounting Law stipulates: "Each unit must conduct accounting according to the actual economic business transactions, fill in accounting vouchers, register accounting books and prepare financial and accounting reports." Article 14 stipulates: "Accounting vouchers include original vouchers and bookkeeping vouchers. In handling the economic business matters listed in Article 10 of this Law, the original vouchers must be filled in or obtained and sent to the accounting institution in a timely manner. ...... The bookkeeping vouchers shall be prepared on the basis of the original vouchers and relevant information that have been examined." The first paragraph of Article 15 stipulates: "The registration of accounting books must be based on audited accounting documents and comply with the relevant laws, administrative regulations and the unified national accounting system." Therefore, the specific business activities of the company can only be known by consulting the original documents, without consulting the original documents, small and medium-sized shareholders may not be able to accurately understand the real business situation of the company. According to accounting standards, relevant information such as relevant contracts is also the basis for the preparation of bookkeeping vouchers and should be recorded as an annex to the original vouchers. Accordingly, the scope of the exercise of the appellant's right of access shall include accounting books (including general ledgers, ledgers, journals and other auxiliary books) and accounting vouchers (including bookkeeping vouchers, relevant original vouchers and relevant information recorded as attachments to the original vouchers).

The court held that, in accordance with the provisions of Article 33 of the the People's Republic of China Company Law, Belaimu Company and Gold Medal Company, as shareholders of Schenge Company, may consult Schenge's articles of association, resolutions of shareholders' meetings and general meetings and minutes of meetings, resolutions of the board of directors, resolutions of the board of supervisors, financial and accounting reports and accounting books. According to the provisions of Articles 14 and 15 of the the People's Republic of China Accounting Law, the registration of accounting books must be based on audited accounting vouchers and comply with the relevant laws, administrative regulations and the provisions of the unified national accounting system. Accounting vouchers include original vouchers and bookkeeping vouchers, which shall be prepared on the basis of audited original vouchers and related information, and accounting books include general ledgers, ledgers, journals and other auxiliary books. Accounting vouchers are the basis for the registration of accounting books, is an indispensable part of verifying the authenticity of accounting books, the right of shareholders to consult accounting books, should also include the right to consult accounting vouchers, giving shareholders the right to consult accounting vouchers in line with the legislative purpose of protecting shareholders' right to know. Therefore, the first instance ruled that the law applicable to the inspection of accounting documents by Bellemu and Gold was correct and not improper.

Viewpoint 3: In principle, shareholders should not be supported to exercise their right to know about accounting vouchers, but they can be conditionally supported to exercise their right to know about accounting vouchers on the premise that shareholders can prove the existence of incomplete or false accounting books.

The court held that: on whether to allow Fuyuan Company to consult the accounting vouchers of Danlong Company. The setting of the scope of shareholders' right to know involves the balance between shareholders' rights and the interests of the company. The exercise of shareholders' right to know should have reasonable boundaries and should not harm the interests of the company and other shareholders. As mentioned earlier, Article 33 of the the People's Republic of China Company Law only limits the scope of shareholders' access to accounting information to financial and accounting reports and accounting books, and does not involve accounting vouchers. According to Article 15, paragraph 1, of the the People's Republic of China Accounting Law, accounting books are made on the basis of original vouchers, which are the basis of accounting books. Therefore, under normal circumstances, the inquiry of the accounting books can meet the purpose of the shareholders to understand the company's financial information, at this time and then request to consult the original accounting documents often do not have the need to consult, unless the shareholders have evidence that the accounting books are untrue, incomplete, must consult the original accounting documents. In this case, Fuyuan Company did not submit evidence to prove that Danlong Company's accounting books exist in the above situation, so access to the accounting books has been able to meet its needs to understand the company's financial information, the first instance judgment allowed Fuyuan Company to access Danlong Company's accounting vouchers lack of factual and legal basis, the second instance to be revised.

The court held that the shareholders' right to know under the current law is limited to the shareholders' right to consult and copy the articles of association, the minutes of the shareholders' meeting, the resolutions of the board of directors, the resolutions of the board of supervisors and the financial and accounting reports, as well as the shareholders' right to request access to the company's accounting books, and does not provide for the shareholders' right to consult the company's accounting documents. However, accounting vouchers are the original reflection of the company's operating conditions, and the accounting books are made on the basis of accounting vouchers and are secondary recorded processing documents. If there are financial fraud, false statements and other lack of integrity, the accounting books may not truly and accurately reflect the company's operating and financial conditions, and shareholders cannot realize the purpose of the right to know only by consulting the company's accounting books. In this case, according to the facts found in the second instance, Huasheng Company in the previous litigation, there is a suspicion of fictitious claims and debts with outsiders, so the accounting books of Huasheng Company can truly and effectively reflect the actual operating financial situation of the company, the Court has reasonable doubts about this. Therefore, in order to protect the right to know of small and medium-sized shareholders, in this case, it is necessary to give small and medium-sized shareholders access to the company's accounting vouchers (including bookkeeping vouchers, original vouchers and relevant information recorded as attachments to the original vouchers).

In judicial practice, some courts do not distinguish between the scope of the object of shareholders' right to know of limited liability companies and joint stock companies, and still apply Article 33 of the Company Law to support the request of shareholders of joint stock companies to consult the accounting books,However, the current mainstream judicial view is that the accounting books are not within the scope of access under article 97 of the Companies Act and that the request for access by the shareholders of a limited company should be rejected.

The court held that: regarding Hongzhixin's claim for access to the accounting books. China's "Company Law" respectively for limited liability companies, limited liability companies on the shareholders' right to know, and the exercise of the shareholders' right to know the boundaries of certain restrictions. At the same time, based on the differences between limited liability companies and limited liability companies, the Company Law gives shareholders of limited liability companies the scope of the right to know is smaller than that of shareholders of limited liability companies, mainly reflected in the failure to include access to accounting books into the statutory scope of shareholders' right to know of limited liability companies. In this case, Rui Shuo Tuoyu Company is a joint stock limited company. The accounting books requested by Hongzhixin Company are not within the legal scope for shareholders of a joint stock limited company to exercise their right to know, and the articles of association of the company do not make special expansion provisions for shareholders' right to know. Therefore, Hongzhixin Company's claim is unfounded in law and the court does not support it.

In judicial practice, in order to learn more about the daily operation of the company, shareholders often put forward more information, including but not limited to accounting documents, transaction contracts, audit reports and so on.For non-statutory information other than accounting vouchers, the current mainstream judicial view is that if there is no special agreement in the articles of association, it is not appropriate to arbitrarily expand the scope of the exercise of the right to know, beyond the scope of the legal exercise of shareholders' right to know will be difficult to support.

The court held that the appellant Huang Wenjin's claim for access to all contracts signed in the name of shareholders before the establishment of the company and in the name of the company since the establishment of the company should be supported. The appellant Huang Wenjin's claim is not within the scope of the exercise of shareholders' right to know as stipulated in Article 33 of the the People's Republic of China Company Law. Therefore, the appellant Huang Wenjin's claim has no legal basis, and the first instance will not support it correctly, and the court will maintain it.

After the bankruptcy of the company, the exercise of the rights of shareholders will be subject to certain restrictions, shareholders no longer enjoy the right to participate in major decision-making rights, but can still exercise the right to know.In addition to the scope of the exercise of shareholders' right to know as stipulated in Article 33 of the Company Law, the materials relating to the declaration of claims in the course of the company's bankruptcy, such as the basis for the declaration of claims and the documents confirming claims, etc., fall within the scope of the exercise of shareholders' right to know, and shareholders may also consult and copy them.It should be noted that after the company enters the bankruptcy proceedings, the shareholders exercise the jurisdiction of the right to know through litigation, no longer in accordance with the relevant provisions of the Company Law, but should give priority to the provisions of the Bankruptcy Law on the centralized jurisdiction of bankruptcy cases, under the jurisdiction of the court that accepts the bankruptcy petition.

The court held that the question of how to determine the scope of Wang Hongwei's right to know. According to the contents of the "Shareholder Audit Application Letter" notarized and mailed by Wang Hongwei to the manager of Dawei Real Estate Company, Wang Hongwei not only requires to consult and copy the accounting books and vouchers of Dawei Real Estate Company since its establishment, but also requires to consult and copy the creditor's rights declaration materials, creditor's rights audit results and basis materials of Dawei Real Estate Company since April 8, 2014, and the voting records of the four creditors' meetings. In this regard, the judgment is as follows:... Third, information on the claims of Dawei Real Estate Company, the results of the audit of claims, etc. First of all, Dawei Real Estate Company will still produce relevant information within the scope of liquidation purposes during the management of the administrator, such as claims declaration materials, claims audit basis information, creditors' meeting voting records, etc., thus, Wang Hongwei in the bankruptcy of Dawei Real Estate Company during the exercise of the right to know the possibility. Secondly, shareholders, as investors in the company, are more concerned about the liquidation of the company. The shareholder's right to know is the inherent right of shareholders, in the company's bankruptcy proceedings is the embodiment of the shareholder's right to know the relevant information formed by the administrator based on the purpose of liquidation. Therefore, Wang Hongwei has the need to exercise the right to know during the bankruptcy of Dawei Real Estate Company. Finally, in accordance with Article 99 of the Provisions of the Supreme People's Court on Several Issues Concerning the Trial of Enterprise Bankruptcy Cases, the relevant account books, documents and other information formed by Dawei Real Estate Company during the bankruptcy proceedings will be transferred to the shareholders of the company after the bankruptcy proceedings are concluded. In other words, Wang Hongwei, as a shareholder of Dawei Real Estate Company, ultimately has the right to know the above-mentioned relevant information. Only this provision is the shareholder's duty of custody after the end of the bankruptcy proceedings, and the shareholder's right to know in the bankruptcy proceedings is conducive to balancing the protection of the legitimate rights and interests of the company's shareholders and creditors in the bankruptcy proceedings, so as to maximize the function and value of the bankruptcy proceedings. Therefore, the first-instance judgment supported Wang Hongwei's request to consult and copy the bankruptcy claims declaration materials of Dawei Real Estate Company, the results of the creditor's rights audit and the litigation request based on the information and the voting records of the four creditors' meetings.