Viewpoint | A brief analysis of the invalidity of serious flaws in the content of the company's resolution

The act of corporate resolution is a civil legal act of a certain procedural nature made by the legal person of the company in accordance with the method of discussion and voting procedures stipulated by the law or the articles of association. As a kind of civil legal act, the company resolution must meet the establishment requirements of civil legal act, that is, the resolution must be made by the shareholders' meeting or the board of directors, and the final voting result represents the true intention of the corresponding proportion of shareholders or directors. As the company's intention, the company's resolution can only have legal effect if the procedure and content of the resolution are legal and fair. Our law adopts the "trichotomy" for corporate resolutions, which includes three categories: non-establishment, invalidity and revocability. The company's resolution is invalid because the content of the resolution is seriously flawed, that is, its content violates laws and administrative regulations.

Article 4 of the Company Law "Inherent Rights of Shareholders of a Company (Income from Assets, Participation in Major Decisions, Selection of Managers)." Article 16 "The provisions of the company's guarantee (the guarantee for others shall be resolved by the board of directors or the shareholders' meeting or the general meeting of shareholders in accordance with the provisions of the articles of association, and the guarantee for shareholders or the actual controller shall be avoided by the resolution of the shareholders' meeting or the general meeting of shareholders, and the voting of the shareholders controlled by the above-mentioned shareholders and the actual controller shall be passed by more than half of the voting rights of other shareholders present at the meeting)." Article 20 "The shareholders of the company shall not abuse the provisions of the rights of shareholders. (The rights of shareholders shall not be abused to the detriment of the interests of the company, other shareholders and creditors)", Article 21 "The related relationship to the detriment of the interests of the company." Article 34 "The provisions on the distribution of dividends and the subscription of capital contributions. (Shareholders shall share dividends and subscribe for additional capital contributions in proportion to their actual contributions, unless otherwise agreed by all shareholders.)" Article 16 of the (III) for Judicial Interpretation of the Company Law "Provisions on Reasonable Limitation of Shareholders' Rights. (Failure to fulfill or fully fulfill the obligation of capital contribution or withdrawal of capital contribution, the right to request profit distribution, the right to subscribe for new shares, the right to distribute surplus property, etc. may be restricted in accordance with the Articles of Association or the resolution of the shareholders' meeting)", Article 17 "The provision of disqualification of shareholders. (Failure to fulfill the obligation to contribute or to withdraw all the capital contribution, and failure to make up for it within a reasonable period of time after being urged may disqualify the shareholder.)" Article 59 of the "Civil Servants Law" stipulates that "civil servants shall not take shares and hold posts concurrently."

It is generally believed that the statute of limitations applies to claims and primarily to claims, I .e., the statute of limitations may apply only if the right holder requests a particular act or not for a particular act. The exorcism period applies to the right of formation, the application of the exorcism period is usually expressly provided by law, the law only provides for the application of the exorcism period for the revocation of the resolution, and for the invalidity of the company's resolution. The invalidity of the company's resolution is invalid from the beginning and is not subject to the limitation period. In the second instance of Dong Fangdi v. Zhu Hong Company's resolution dispute ((2018) Hu 01 Min Zhong No. 6946), the court held that the original application of Zhu Hong, Sha Yan and Chen Xiaoying confirmed that the resolution of the shareholders' meeting was invalid, and the object of the application was not the right to claim creditor's rights. Therefore, the limitation of action was not applicable to the original application of Zhu Hong, Sha Yan and Chen Xiaoying. In the second instance of the dispute over the resolution of Yin Yongqiang and Gu Yalin Company ((2020) Ji 01 Min Zhong No. 626), the court held that Gu Yalin's lawsuit in this case was to confirm that the company's resolution was invalid. The court of first instance held that the claim was a right of formation, and the statute of limitations was not applicable and there was nothing improper.

Company resolutions, as internal resolutions, have internal effect only, not external effect. The creditors of the company, as outsiders of the company, are generally not bound by internal resolutions of the company. Under normal circumstances, the company's resolution does not have a direct legal relationship with the creditor, unless the creditor and the company signed a contract with the relevant express agreement, otherwise, the creditor has no practical legal interest in intervening in the dispute over the validity of the company's resolution. A shareholder in the legal sense refers to a shareholder recorded in the company's register of shareholders and registered by the company's registration authority, and an anonymous shareholder is not a shareholder in the sense of the company law, and generally has no right to independently claim that the company's resolution is invalid until the company confirms its shareholder status.

In the civil ruling case of the second instance of the dispute over the confirmation of the validity of the resolution of Anhui Longzhi Construction Investment Co., Ltd. and Anhui Outlets Investment Co., Ltd. ((2020) Wan 01 Min Zhong No. 3867), the court held that although Longzhi Construction Company was no longer a shareholder of Outlets Company in terms of industrial and commercial registration when the resolution of the shareholders' meeting involved in the case was made, Longzhi Construction Company was an industrial and commercial registered shareholder of Outlets Company, and the resolution of the shareholders' meeting also contains the opinions on the transfer of equity of Longzhi Construction Company and the corresponding changes in the equity structure of the company. As a shareholder at the time of the formation of the resolution of the shareholders' meeting, Longzhi Construction Company is an internal member of the company, and its interest in the resolution of the shareholders' meeting is not only in the maintenance of individual rights and interests, but also in the supervision of the legality of the company's actions. Therefore, there is no need to determine the relationship between the resolution of the shareholders' meeting involved in the case and the result of the equity transfer. Even if the existence of the resolution of the shareholders' meeting is not the fundamental reason why the equity of Outlets Company enjoyed by Longzhi Construction Company was transferred to Nikpu Company, which is an outsider, it cannot be used to push Longzhi Construction Company not to have any litigation interest in confirming the invalidity of the resolution of the shareholders' meeting. In the first instance of the dispute over the validity confirmation of the resolution between you zhuofan and Shenzhen huate city construction and development co., ltd. ((2018) yue 0303 min Chu no 12310), the court held that: except shareholders, directors and supervisors, other personnel need to prove that they have a direct interest in the content of the company's resolution before they can be qualified plaintiffs. In this case, the plaintiff was only a general creditor of the defendant, not an insider of the company, nor a bondholder or creditor who may have a voting arrangement, and there was no direct interest between it and the defendant's corporate resolution, but only a contract of debt and debt type with the company as the subject. The contract between the plaintiff and the defendant belongs to the contract between two independent subjects, and the protection can be realized by applying the existing legal system such as contract law or the right of avoidance. The company resolution made by the defendant is only the internal behavior of the defendant, which belongs to the formation process of the will and even the expression of the will of the unilateral subject of the company, and the plaintiff, as a creditor, has no right of action to negate the effectiveness of the defendant's internal behavior.

According to the provisions of relevant laws and judicial interpretations, the litigation of the validity of corporate resolutions in China only includes three types of litigation: the invalidity of the resolution, the revocation of the resolution and the non-establishment of the resolution, and does not include the confirmation of the validity of the resolution. The three kinds of corporate resolution validity litigation stipulated in relevant laws and judicial interpretations are designed to give shareholders who may be harmed by defective resolutions to exercise statutory shareholder relief rights to protect their legitimate interests. However, if the shareholder does not take the initiative to bring a lawsuit in accordance with the above-mentioned provisions of the company law and judicial interpretation, the court shall not directly intervene in the affairs of the company's autonomy through the coercive force of the state. The trial of a lawsuit confirming the validity of a company's resolution requires both formal and substantive examination. When conducting a substantive review, it is necessary to make an empirical judgment from the perspective of the commercial subject, and the result is likely to deviate from the spirit of corporate autonomy. The company law and judicial interpretation do not provide for the confirmation of the validity of the company's resolution, which reflects the careful measurement of the relationship between corporate autonomy and judicial intervention.

A court that confirms the validity of a resolution is generally inadmissible. The plaintiff who confirms the validity of the resolution should generally take the interest of the lawsuit as the prerequisite, and the determination of whether the interest of the lawsuit is not only based on the existence of a dispute in the legal relationship of the civil entity, but also on whether the legal relationship in dispute constitutes a dispute or the core legal relationship of the lawsuit. In other words, a contested legal relationship cannot be a prerequisite for other disputes or litigation, but only in this way can it have a confirmed interest and can be sued for confirmation. In the second instance of the civil dispute over the resolution of Guangdong Xinhui Bioenergy Co., Ltd., Beijing Xinhui Bioenergy Technology Co., Ltd., Beijing Qing 'an Hongda Bioengineering Technology Co., Ltd., Dongguan Zhongchang Environmental Protection Investment Co., Ltd., and Guangdong Qingda Venture Capital Co., Ltd. ((2020) Yue 19 Min Zhong No. 2622), the court held that the company law and its judicial interpretation did not explicitly exclude the lawsuit confirming the validity of the relevant agreement. Therefore, whether the parties exercise the right of action has the interest of litigation, it should be distinguished according to the specific objective circumstances of different cases, that is, if the validity of the resolution involved in the case is not confirmed, it will affect the legitimate interests of the parties to the lawsuit to confirm the validity of the agreement, resulting in the unstable relationship between the rights and obligations of the parties. In this case, it has the interest of litigation. In this case, the content of the resolution of the board of directors involved in the case involves the change of the legal representative, which is different from the general business and management resolutions of the company. Because the legal representative is in the special status of the company, if the validity of the resolution involved is not confirmed in time, it may cause confusion or obstacles to the operation of the company. Therefore, the two directors in this case filed a lawsuit to confirm the validity of the agreement involved, which has the interest of litigation and falls within the scope of the people's court. In the civil second instance case ((2020) Yue 19 Min Zhong No. 3269) of the dispute over the validity of the resolution of Dongguan Jiahong Education Technology Co., Ltd. and Huang Dongnan and He Zhipeng Company, the court held that: having the interest of litigation should meet the following requirements at the same time: 1. There is sufficient evidence to prove that the validity of the resolution of the shareholders' meeting is not clear, so there are disputes among shareholders; 2. The right or legal status of the shareholder who brought the lawsuit is in real danger or anxiety due to the unclear effect of the resolution of the shareholders' meeting; 3. The interest of the shareholder's lawsuit for confirmation cannot be covered by other claims for payment. In this case, Huang Dongnan claimed that the resolution of the shareholders' meeting formed by the interim shareholders' meeting on March 1, 2019 was valid, while Jiahong Company and He Zhipeng claimed that the resolution was not valid, and there was a dispute between the two parties over the validity of the resolution. Due to the unclear validity of the resolution of the shareholders' meeting, Huang Dongnan was unable to change to the executive director, supervisor and legal representative of Jiahong Company, and went through the corresponding company change registration, which objectively led to Jiahong Company's chaotic operation and management. Therefore, the Court considers that Huang Dongnan has an interest in litigation for the request to confirm the validity of the resolution, and his lawsuit for the validity of the resolution of the shareholders' meeting falls within the scope of the court's case.

According to the provisions of Article 17 of the Judicial Interpretation (III) of the Company Law, the company may disqualify a shareholder by resolution of the shareholders' meeting, but the following conditions must be met: 1. The shareholder fails to fulfill the obligation of capital contribution or withdraw all capital contribution; 2. The company has fulfilled the pre-procedure of reminder and given shareholders a reasonable time limit to make up for it; 3. The company made a resolution to delist in the form of a resolution of a shareholders' meeting. In addition, the provisions of this article grant the right of delisting of shareholders who fail to fulfill their capital contribution obligations or withdraw all their capital contributions, and on the basis that the actions of the defaulting party have seriously harmed the interests of the company and the rights and interests of shareholders, the defaulting party should not be granted the right of delisting of shareholders who fail to fulfill their capital contribution obligations or withdraw all their capital contributions.

In the second instance of the dispute over the validity confirmation of the resolution of Guanling lingnan driving school co., ltd. and Lu rongzhi company ((2017) Qian 04 min zong no 750), the court held that Lu rongzhi, Lu rongtao, tan chenglin, Luo xingju and Wang kaixian should urge Wang changmei to pay and pay the capital within a certain reasonable period of time even if they believed that Wang changmei had failed to fulfill his capital contribution obligation. However, the appellant has no evidence to prove that he has fulfilled the above-mentioned reminder obligation, and Wang Changmei can prove that he has fulfilled the obligation of capital contribution, which does not meet the substantive elements of the shareholder's removal. In the second instance of the dispute over the validity confirmation of the resolution between Huai 'an Ye Chen Real Estate Co., Ltd. and He Bing Company ((2019) Su 08 Min Zhong No. 1434), the court held that in this case, Ye Chen Company made a shareholders' meeting resolution to disqualify He Bing as a shareholder on the grounds that He Bing had withdrawn more than its capital contribution of 20 million yuan and was not returned by the company. Now both parties agree that the dispute in this case is whether the appellee He Bing constitutes withdrawal of all, if the entire list is not withdrawn, the resolution of the shareholders' meeting to remove the list shall be invalid for violating the above-mentioned legal provisions. The evidence available to the appellant is not sufficient to prove that the appellee He Bing has withdrawn all the capital contributions of Ye Chen Company, so his resolution of the shareholders' meeting to remove He Bing is invalid due to violation of the provisions of the above-mentioned company law. In the second instance of the dispute over the confirmation of the validity of the resolution between Yu Hanying, Wu Wenbiao and Guangdong Yuehui Environmental Protection Co., Ltd. ((2020) Yue 19 Min Zhong No. 11525), the court held that in this case, Wu Mou 1 also had the situation of withdrawing all capital contributions. According to the legal principles of consistency of rights and obligations, fairness and integrity, that is, Wu Mou 1 had no right to hold a shareholders' meeting, the resolution disqualified Yu Hanying as a shareholder, so the resolution of the shareholders' meeting made by Guangdong Hui Company on May 25, 2020 was invalid, and the trial court made an error in this handling, which was corrected by this court.

After the shareholders fulfill the obligation of capital contribution, they and the company are equal civil subjects, have independent personality between each other, there is no relationship between management and management, the company's shareholders' meeting in principle has no right to impose any punishment on the shareholders. The provisions of the articles of association on the imposition of fines on shareholders at the shareholders' meeting are a sanction measure preset by all shareholders of the company for violating the articles of association, which is in line with the overall interests of the company, reflects the human characteristics of the limited company, does not violate the prohibitions of the company law, and should be legal and effective. However, when the articles of association give the shareholders' meeting the power to impose fines on shareholders, the standard and range of fines shall be clearly defined. In the case of Nanjing AXA Financial Consulting Co., Ltd. v. Zhu Juan's shareholders' meeting resolution fine dispute (Bulletin of the Supreme People's Court, No. 10 (General No. 192), 2012), the court held that in this case, when AXA revised its articles of association, although it stipulated that the shareholders' meeting had the right to impose a fine on the shareholders in the eight circumstances of the first paragraph of Article 36, however, the standard and range of the fine are not clearly recorded in the articles of association of the company, so that Zhu Wei can not make a prior prediction of the consequences of the violation of the articles of association of the company, so the resolution of the interim shareholders' meeting of AXA Company to impose a fine on Zhu Wei is obviously insufficient legal basis and should be considered invalid.

Voting rights avoidance system refers to the system in which a shareholder or agent may not exercise voting rights in respect of the shares held by him or her when he or she has a special interest in the resolution discussed at the general meeting of shareholders. The "Company Law" only provides for three types of voting rights avoidance situations. Article 16 stipulates that if a company provides guarantees for shareholders or actual controllers, shareholders controlled by the guaranteed shareholders or actual controllers shall not participate in voting; Article 17 The shareholder delisting rules established are only applicable to two types of shareholders who have completely failed to fulfill their capital contribution obligations or evaded all capital contributions; article 124 stipulates that if the directors of a listed company are related to the enterprise involved in the resolution of the board of directors, they shall not participate in the voting. At present, China only provides for the avoidance system of voting rights for related transactions of listed companies, while there are no corresponding provisions for non-listed companies, including limited liability companies. Article 16 of the Judicial Interpretation III of the Company Law lists restrictions on property rights such as the right to request profit distribution and the right to subscribe for new shares that have not fulfilled their capital contribution obligations.

In the second instance of the resolution dispute between Yu Nengcai and Qidong Pharmaceutical Co., Ltd. ((2016) Su 06 Min Zhong No. 549), the court held that only Article 16 of the Company Law provides for the withdrawal of voting rights in the case of the company's shareholders or actual controllers. Therefore, Qidong Pharmaceutical Company believes that Yu Nengcai should avoid having a legal basis, and its reason for not notifying Yu Nengcai to attend the shareholders' meeting cannot be established. In the first instance of the dispute over the small loan contract between Wuhan supply and Marketing Group Co., Ltd. and Wuhan Hongshan Xindelai Microfinance Co., Ltd. ((2016) E 0106 Minchu No. 6551), the court held that: on the one hand, the opportunity of related party transactions is easy to grasp in the hands of controlling shareholders, on the other hand, legitimate related party transactions are beneficial to the company, so China's company law does not prohibit related party transactions, but regulate them. According to the provisions of Article 124 of the Company Law, China currently only provides for the avoidance system of voting rights for listed companies, while there are no corresponding provisions for non-listed companies. Therefore, the related shareholder voting avoidance under the company law is limited to the company's guarantee for it. Even if there is a connection and interest between the six shareholders and the issue, it is not a requirement for statutory voting to avoid, and Wuhan Supply and Marketing's claim has no legal basis. In the first instance of the dispute over private loans between Tu Junyi and Deng Yonghao and Guangzhou Hengyong Industrial Investment Co., Ltd. ((2018) Guangdong 0105 Minchu No. 3123), the court held that: Deng Yonghao, the legal representative of the fashion industry company, entered into the "maximum guarantee contract". Whether the plaintiff Tu Junyi has fully examined the obligation is also the key to the determination of the responsibility of the guarantee subject in this case. As a counterpart, the plaintiff has clearly known from the stock registration information of the pledged defendant fashion industry company that the defendant fashion industry company is public and the amount of the principal creditor's rights guaranteed is as high as 20 million yuan. The plaintiff should take a prudent attitude to examine whether there are major defects in the Guarantee Contract submitted by the defendant and the resolution of the shareholders' meeting, and determine whether to accept the joint and several liability guarantee provided by the defendant fashion industry company according to the examination results. The resolution of the shareholders' meeting submitted by the defendant Fashion Industry Company did not exclude the participation of related shareholders and other shareholders controlled by related shareholders, which violated the provisions of Article 16 of the the People's Republic of China Company Law and had obvious defects. Even if the seal used by the defendant fashion industry company to provide the guarantee is true and has the true signature of its legal representative, it cannot correct the defects in the resolution of the shareholders' meeting. According to this, the court believes that the plaintiff did not fully examine the defendant's fashion industry company in the process of receiving the guarantee. therefore, the court adopted the opinions of the defendant's fashion industry company. therefore, the court found that the defendant's fashion industry company's act of providing guarantee for the defendant Deng yonghao was invalid without a legal resolution of the shareholders' meeting. In the second instance of the dispute over the validity confirmation of resolutions between Huang Haiyan and Shenzhen Featured International Travel Service Co., Ltd., Chen Hansheng and liyao Company ((2019) Yue 03 Min Zhong No. 5007), the court held that in the three cases of related party guarantee, restriction or delisting of the rights of shareholders with defective capital contribution, the company law of our country stipulates the voting rights avoidance system for shareholders of limited liability companies. The reason for the above-mentioned shareholder's avoidance of voting rights is that the shareholder has an interest in the resolution and the shareholder's behavior is harmful to the interests of the company. Therefore, it is only necessary for shareholders to recuse themselves from voting rights if there is a conflict of interest between the resolution and the company. This is the basic principle for determining whether shareholders should recuse themselves when exercising their voting rights. This case should also be handled under the guidance of this principle. When the shareholders' meeting of Featured CITS votes on whether to approve the investment and operation of directors Chen Hansheng and liyao in Shenlong Company, when Chen Hansheng and liyao are shareholders with their own interests and the voting is harmful to the company's interests, they shall avoid voting, excluding the votes of Chen Hansheng and liyao. The shareholders' meeting shall make a decision with Huang Haiyan's negative vote as a valid vote, and the resolution shall be not passed.

Article 34 of the Company Law stipulates: "Shareholders shall share dividends in accordance with the proportion of their paid-up capital; when the company adds new capital, shareholders shall have the right to give priority to the capital contribution in accordance with the proportion of their paid-up capital contribution. However, unless all shareholders agree not to share dividends in accordance with the proportion of capital contribution or not to give priority to the capital contribution in accordance with the proportion of capital contribution." Accordingly, unless otherwise agreed by all shareholders, each shareholder, regardless of whether he or she is on the job, has the right to subscribe for the new registered capital in accordance with the proportion of the paid-in capital contribution, and the resolution of the shareholders' meeting does not have the right to allow persons other than the original shareholders to subscribe for capital contributions. In the second instance of the dispute over the confirmation of the validity of the resolutions of Feng Jiangbin and Sha Xuzhong and other companies ((2020) Beijing 02 Minzong No. 7245), the court held that the resolution of the Fourth Third Shareholders' Meeting of Beijing Niujie Trading Co., Ltd. made by Niujie Trading Co., Ltd. on February 24, 2017 "to increase the registered capital by 4450000 yuan for all on-the-job shareholders", although it is not inappropriate, however, the content of the above-mentioned resolution essentially determines that only on-the-job shareholders can subscribe for the new registered capital, depriving Feng Jiangbin, as a shareholder of Niujie Trading Company, of the right of priority to subscribe for the new registered capital within the proportion of the actual contribution, so this part is invalid. In the second instance of the dispute over the validity confirmation of the resolution of Jiyuan Taihang Tourism Development Co., Ltd. and Yamaguchi Village Committee Company in wulongkou town, Jiyuan City ((2018) Yu 96 Min Zhong No. 813), the court held that the resolution of Taihang Tourism Company's shareholders' meeting on November 5, 2011 showed that the resolution of the shareholders' meeting was to increase the company's registered capital, specific capital increase personnel and subscribed capital amount, but only some shareholders participated in the meeting, in this case, Taihang Tourism Company also failed to provide effective evidence to prove that it notified all shareholders to attend the meeting in accordance with the company's articles of association, and there was no agreement among all shareholders not to share dividends or subscribe for capital contributions in proportion to their capital contributions. In this case, the shareholders' meeting decided to allow personnel other than the original shareholders to subscribe for capital contributions, which violated the relevant provisions of the Company Law on the company's capital increase and violated the priority of the original shareholders. Therefore, the court of first instance applied the relevant provisions of the Company Law to confirm that the resolution of Taihang Travel Company on November 5, 2011 was invalid and not improper.

Article 4 of the Company Law, "The shareholders of a company shall enjoy the rights of asset income, participation in major decision-making and selection of managers in accordance with the law", stipulates that shareholders shall enjoy the rights of the company's asset income and participation in the company's major decision-making, which are the inherent rights granted to shareholders by the company law, and voting rights are one of the important contents. In the civil second instance case ((2020) Yue 12 Min Zhong No. 1486) of the dispute over the validity of the resolution of Zeng Zhaohai, Sihui Longquan Resort Co., Ltd. and Zheng Huihao Company, the court held that: in the voting on the second issue of the shareholders' meeting involved in the case, Zeng mou 1 avoided and excluded Zheng * * from attending the meeting and voting because Zheng * * had a major interest in the meeting proposal (restricting his claim for profit distribution to the company and the claim for distribution of surplus property). the voting method of the second issue of the shareholders' meeting disputed in this case deprived the shareholder Zheng * * of the voting right in his inherent rights, violating the relevant provisions of the company law and the articles of the company law and long. Therefore, the resolution of the shareholders' meeting on the issue of restricting self-interest rights made on October 25, 2018 is invalid. The court of first instance found that the resolution of the shareholders' meeting involved in the case was invalid, and the analysis was legally based, and the court maintained it in accordance with the law.

Article 20 of the Company Law stipulates that the shareholders of a company shall abide by the laws, administrative regulations and the articles of association of the company, exercise the rights of shareholders in accordance with the law, and shall not abuse the rights of shareholders to the detriment of the interests of the company or other shareholders. Article 21 stipulates that the controlling shareholders, actual controllers, directors, supervisors and senior managers of a company shall not use their related relationships to harm the interests of the company. In addition, related party transactions are certainly an economic behavior, but if the controlling company uses its related relationship and control position with the subordinate company to force the subordinate company to engage in non-profit transactions, it will harm the interests of the subordinate company and minority shareholders. This behavior must be adjusted and regulated, which is also the embodiment of the principle of good faith and fairness and justice in the regulation of the company's operation.

In the retrial case of dispute over the validity confirmation of resolution between Gansu Yongcheng Garden Ancient Construction Engineering Co., Ltd., Ma Yuchuan, etc. and Motor Company ((2019) Gan Min Zai No. 68), the court held that other shareholders of Xianzhi Company proposed by Feng Yuan maliciously colluded to transfer the company's customers, orders, market resources, and transfer the assets of Xianzhi Company at a low price, etc, all of them involve whether other shareholders have embezzled the company's property and abused shareholders' rights to harm the interests of other shareholders, and are not related to the dispute over the validity of the resolution of the shareholders' meeting, so they are not within the scope of the review of this case. In the first instance of the dispute over the validity confirmation of resolutions between yang mou and hangjinqi energy gathering real estate development co., ltd. and Wang mou company ((2018) no 2418 of the 0625 minchu), the court held that on September 10, 2009, the "contract for the sale of shops on the ground floor of hangjinqi wangfu hotel" signed by the plaintiff and the energy gathering real estate company was the true intention of both parties, and the plaintiff paid the purchase price of 800000 yuan three times, the defendant Juneng Real Estate Company's act of delivering the house involved to the plaintiff in early 2009 can indicate that the two parties have reached an agreement on the purchase and sale of the house involved. The defendant Juneng Real Estate Company, knowing that the house had been sold, owned the house sold to the plaintiff under Wang's name in the form of a resolution of the shareholders' meeting and registered the property rights, which was a case of malicious collusion to harm the interests of a third party, and violated Article 20 of the Company Law, "Shareholders of the company shall abide by laws, administrative regulations and the articles of association of the company, and exercise shareholders' rights in accordance with the law; the independent status of the company as a legal person and the limited liability of shareholders shall not be abused to the detriment of the interests of the company's creditors", so the shareholder resolution is invalid.

Article 59 of the "Civil Servants Law" stipulates that civil servants shall not engage in or participate in profit-making activities in violation of relevant regulations, and hold concurrent positions in enterprises or other profit-making organizations. Accordingly, civil servants are not allowed to take shares in the company and hold positions such as directors. It is generally considered that the resolution of the shareholders' meeting to elect civil servants as directors is invalid, but the resolution of civil servants to participate in the shareholders' meeting is not necessarily invalid. In the first instance of the dispute over the validity of the resolution between Zhang Zhicheng and Sichuan Chengxin Tianchi Logistics Management Service Co., Ltd. ((2019) Sichuan 1421 Minchu No. 3190), the court held that in this case, the plaintiff was a national civil servant and could not hold concurrent positions in enterprises or other for-profit organizations. Therefore, the content of the resolution passed by the defendant company on its own to become a director of the company violated laws and administrative regulations and should be invalid. In the case of Chen Xuexin and Jinyun Yongan Hydropower Co., Ltd. ((2019) Zhejiang Minshen No. 3834), the court held that whether the shareholder Chen Yao is a civil servant does not affect the effectiveness of the resolution of the shareholders' meeting in this case. As to whether Chen Yao violates the relevant provisions of the Civil Service Law, its management organ shall investigate its corresponding responsibility according to the relevant provisions of the Civil Service Law.