The equity of Linyi Chengxiang Engineering Inspection Company was encroached upon and caused controversy

It is understood that Linyi Chengxiang Construction Engineering Testing Co., Ltd. (hereinafter referred to as ChengXiang Company) was established on May 16, 2005, is a private limited liability company registered in the Junan County Market Supervision and Administration Bureau, located in the middle of the Middle Section of Junan County Lanji Road, west of Zhenzhong Road, the main construction materials, equipment testing, structural safety testing, environmental air testing, building energy saving testing, construction safety facilities quality testing, construction project lightning protection device testing, construction project quality testing, intelligent building quality testing, Fire fighting facilities quality inspection, construction engineering measurement.

One. The allocation of equity is clear and clear

Cheng Xiang Company initially registered capital of 900,000 yuan, there are 15 initiating shareholders, of which Zhang Hongxiang holds 33.34%, Pan holds 3.33%, Zang holds 3.33%, Meng holds 16.67% and so on, a total of 15 shareholders, shareholders have paid up the capital contribution. Zhang Hongxiang is the largest shareholder, and the daily operation of Cheng Xiang Company is responsible for Meng Moumou.

Two. The company changes at will, and the major shareholders are unaware

On January 23, 2015, May 8, 2015 and June 2, 2015, Cheng Xiang Company, without the knowledge and participation of major shareholder Zhang Hongxiang, reached a resolution to change the shareholders' meeting of the company's shareholders, executive directors, legal representatives, supervisors, managers and the company's articles of association, changed all the original people, changed the important position to Yin xxx several times, and since then Yin xxx and others have controlled the company, transferred the company's assets, falsified the company's financial statements, and did not pay dividends to shareholders. Zhang Hongxiang, as the major shareholder of the company, was completely unaware of this matter, and the voting content did not seek Zhang Hongxiang's opinion, violating the provisions of the company's articles of association. According to Article 5 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (IV), "if any of the following circumstances exist in the resolution of the shareholders' meeting, shareholders' meeting or board of directors, and the parties claim that the resolution is not established, the people's court shall support it: (3) the number of people present at the meeting or the voting rights held by the shareholders do not conform to the provisions of the Company Law or the articles of association of the company; (4) the voting results of the meeting do not reach the adoption ratio stipulated in the Company Law or the articles of association of the company." ”。 The resolution of the above-mentioned shareholders' meeting of Cheng Xiang Company is not established.

Three. The failure to establish a meeting of the appellate shareholders was dismissed by the court

Zhang Hongxiang then filed a lawsuit with the Junan County People's Court, asking for confirmation that the above three shareholders' meeting resolutions were not established, and the Junan County People's Court ruled to dismiss the lawsuit.

Article 71 of the Company Law of the People's Republic of China clearly stipulates that "the transfer of equity by shareholders of a limited liability company to persons other than shareholders shall be subject to the consent of a majority of the other shareholders,...... Where the articles of association of the company provide otherwise for the transfer of equity, such provisions shall prevail". That is to say, the provisions of the company's articles of association on the proportion of voting on the transfer of equity by shareholders to persons other than shareholders should be applied in priority. The "transfer of capital contribution to a person other than a shareholder must be approved by all shareholders" stipulated in the articles of association of Cheng Xiang is one of the forms of consent of the majority, which does not violate the Company Law, and the relevant provisions in the articles of association involved in the company are legal and valid. The resolutions of the three shareholders' meetings of Cheng Xiang Company involved in the case all formed resolutions on the transfer of equity to persons other than shareholders without Zhang Hongxiang attending the meeting, which violated the provisions of the company's articles of association, and the three resolutions should not be established.

Secondly, Zhang Hongxiang held 33.34% of the equity (accounting for more than one-third), the sum of all the equity of the remaining shareholders was less than two-thirds (66.66%), Zhang Hongxiang did not participate in the three shareholders' meetings involved in the case, and the voting rights of the shareholders attending the meeting were less than two-thirds, violating the mandatory provisions of the Company Law of "more than two-thirds", and the resolution was not established.

The convening of a shareholders' meeting shall be notified to all shareholders fifteen days before the meeting is convened; shareholders attending the meeting shall sign the minutes of the meeting. In this case, Cheng Xiang Company neither notified Zhang Hongxiang to attend the meeting nor sought the appellant's opinion on the resolution matters, and Cheng Xiang Company also admitted that the appellant's signature on the resolution of the three shareholders' meetings was forged. Cheng Xiang's behavior violated the provisions of the Company Law. Moreover, the resolutions of the three shareholders' meetings involved in the case all involved matters such as the transfer of equity to persons other than shareholders, the change of the company's articles of association, etc., of which the resolution of the third shareholders' meeting also involved the replacement of executive directors, supervisors, managers and other matters, according to the provisions of the articles of association, the above matters need to be unanimously voted by all shareholders. Because the voting rights held by the shareholders present at the meeting did not comply with the provisions of the company's articles of association, and the voting results of the meeting did not reach the proportion of adoption stipulated in the company's articles of association, the above resolutions were not established.

Four. Without asset appraisal, the enterprise is encroached upon

In the case that the illegal change of equity has not been resolved, Junan County Chengfa Group has carried out naked encroachment on Linyi Chengxiang Construction Engineering Testing Co., Ltd., without asset evaluation, without the consent of the major shareholders, directly recognized a manager with a letter of appointment, and assigned the company of an individual with more than 100 million assets to junan County Chengfa Group. This not only destroyed Junan's good business environment, but also encroached on legal property. Infringe on the legitimate rights and interests of individuals, making the people of the country chill!

Zhang Hongxiang has appealed at present, the second-instance case has not yet been heard, the focus of this case should be whether the resolution of the third shareholders' meeting of Cheng Xiang Company is established, and we will continue to pay attention to the progress of the matter.