The relevant information of the limited liability company is as follows:

(1) A limited liability company (hereinafter referred to as "Company A") was established on April 1 2006 with a registered capital of100000 yuan, of which 6 million yuan was subscribed by Company A and 3 million yuan by Company B.. According to the Articles of Association, the initial contribution of enterprise A, enterprise B and enterprise C is 25% of their subscribed capital contribution, and the remaining 70% of the capital contribution shall be paid before June 1 2007.

(2) In May 2006, Company A provided a guarantee for Company A's bank loan. When the guarantee was submitted to the shareholders' meeting for voting, Company A and Company C agreed, while Company B opposed it, and the shareholders' meeting passed a resolution.

(3) In June, 2006, Company A transferred the equipment with actual value of 6,543,800 yuan to Company A at a price of 2,500,000 yuan, which caused economic loss of 6,543,800 yuan to Company A. ..

(4) In July, 2006, Company C intends to transfer all its capital contribution to Company D. Company C informed Company A and Company B in writing that the transfer of their shares had been approved, but Company A and Company B did not reply within 45 days after receiving the written notice.

(5) In August 2006, Company B infringed on Company A's exclusive right to use a trademark, causing economic losses of 2 million yuan to Company A ... Company B directly brought a lawsuit to the people's court, demanding compensation from Company B. ..

For example: shareholder representative litigation

(1) Is it the company or individual shareholders whose interests are infringed?

If the interests of individual shareholders are infringed, the individual shareholders as plaintiffs and the company as defendants bring a lawsuit to the people's court (direct lawsuit).

(2) Party A, Party B, Party C and Party D set up Company A. If Company A wants to merge with Company B, but more than 2/3 shareholders agree, but minority shareholders insist on opposing, they can request Company A to purchase its equity at a reasonable price. If the repurchase agreement cannot be reached within 60 days from the date of the merger resolution, it may bring a lawsuit to the people's court within 90 days from the date of the merger resolution.

(3) The interests of the company are infringed.

For example: Party A, Party B, Party C and Party D set up Company A, and Company B infringes on the interests of Company A, then Party A shall bring a lawsuit to the people's court. If Company A does not file a lawsuit, shareholders have the right to file a lawsuit on behalf of the company. (through the board of directors or the board of supervisors or directly bring a lawsuit).

Requirements: According to the company's legal system, answer the following questions respectively:

(1) According to the content suggested in point (1) of this question, point out whether the investment period of shareholders stipulated in the Articles of Association of Company A complies with the law? And explain why.

A: The investment period meets the requirements. According to the Company Law, the initial contribution of all shareholders of a limited liability company shall not be less than 20% of the registered capital, and the rest shall be fully paid by shareholders within two years from the date of establishment of the company. In this topic, the initial capital contribution and total capital contribution period of shareholders of Company A are in compliance with the regulations.

(2) According to the content suggested in point (2) of this question, what are the irregularities in voting on the guarantee matters in the shareholders' meeting of Company A? And explain the reasons respectively.

Answer: First of all, Enterprise A should not participate in the voting. According to the Company Law, if a company provides a guarantee for its shareholders, it must be decided by the shareholders' meeting, and the shareholders who accept the guarantee shall not participate in the voting. In this topic, enterprise A, as a shareholder who accepts the guarantee, should not participate in the voting. Secondly, the shareholders' meeting cannot pass a resolution. According to the Company Law, if a company provides a guarantee for its shareholders, it must be resolved by the shareholders' meeting and passed by more than half of the voting rights held by other shareholders present at the meeting. In this topic, due to the opposition of Enterprise B, the resolution was not passed by more than half of the voting rights held by other shareholders present at the meeting.

(3) According to the content suggested in point (3) of this question, point out whether the practice of enterprise A complies with the law? And explain why.

A: The practice of enterprise A is not in compliance with the regulations. According to the Company Law, the controlling shareholder of a company shall not use his relationship to harm the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation.

(4) According to the content suggested in point (4) of this question, point out whether enterprise C can transfer its own capital contribution. And explain why.

A: Company C can transfer its own capital contribution. According to the Company Law, shareholders' transfer of shares to people other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. In this topic, since shareholders A and B fail to reply within 30 days after receiving the written notice, it is deemed that they agree to the transfer. Therefore, enterprise C can transfer its own contribution.

(5) According to the content suggested in point (5) of this question, point out whether enterprise B can directly bring a lawsuit to the people's court. And explain why.

Answer: Enterprise B can bring a lawsuit directly to the people's court. According to the Company Law, if anyone other than directors, supervisors and senior managers infringes on the legitimate rights and interests of the company and causes losses to the company, the shareholders of a limited liability company may request the board of directors or the board of supervisors in writing to bring a lawsuit to the people's court, or directly bring a lawsuit to the people's court.

In August 2006, when China Securities Regulatory Commission conducted a routine inspection of a listed company (hereinafter referred to as "Company A"), it found the following facts:

(1) In February, 2006, Company A plans to provide guarantee for the bank loan of 20 million yuan for the controlling shareholder, Enterprise A.. When the shareholders' meeting of Company A voted on this guarantee, the total number of voting rights held by shareholders attending the shareholders' meeting was 6,543,805,000 shares, of which Company A held 60,000,000 shares ... Enterprise A did not participate in the voting, and other shareholders voted for 50,000,000 shares and voted against 40,000,000 shares.

(2) In March, 2006, Company A intends to provide a guarantee for the bank loan of 200 million yuan for Company B, and the amount of guarantee reaches 35% of the total assets of Company A. When the shareholders' meeting of Company A voted on this guarantee, the total voting rights held by the shareholders attending the shareholders' meeting were 6,543,800,500 shares, and the voting result was 90 million shares in favor and 60 million shares against.

(3) In April 2006, Company A intends to lease the equipment of shareholder B. According to the Articles of Association, when the board of directors of Company A voted on the lease, the voting situation was as follows: the board of directors of Company A was composed of 6 directors, and 5 directors attended the board meeting, including Wang, the director sent by Company B, who did not participate in the voting, and the voting result of the board of directors was 3 votes in favor, 1 against.

(4) In May, 2006, Company A intends to provide a guarantee for a bank loan of 2 million yuan for Company C. According to the Articles of Association, when the board of directors of Company A voted on this guarantee, the voting situation was as follows: The board of directors of Company A was composed of 6 directors, and the number of directors attending the board meeting was 5. The voting result of the board of directors was 3 votes in favor and 2 votes against.

Requirements and Answers: According to relevant laws and regulations, answer the following questions respectively:

(1) According to the content suggested in point (1) of this question, it is pointed out whether the general meeting of shareholders of Company A can pass the guarantee for Company A? And explain why.

The general meeting of shareholders of Company A may approve the guarantee. According to the regulations, when the shareholders' meeting of a listed company considers the proposal of guaranteeing shareholders, shareholders shall not participate in the voting, and the voting shall be passed by more than half of the voting rights held by other shareholders attending the shareholders' meeting. In this topic, Company A, which accepted the guarantee, did not participate in the voting, and the voting was passed by more than half of the voting rights (90 million shares) held by other shareholders attending the shareholders' meeting.

Please refer to Chapter 8, Section 5 (China Securities Regulatory Commission's specific provisions on the guarantee of listed companies) for the explanation of this test center.

(2) According to the content suggested in point (2) of this question, can the shareholders' meeting of Company A pass the guarantee for Company B? And explain why.

The general meeting of shareholders of Company A cannot pass the guarantee. According to the Company Law, if a listed company purchases or sells major assets within 65,438+0 years, or the amount of guarantee exceeds 30% of the company's total assets, a resolution shall be made by the shareholders' meeting, which shall be passed by more than 2/3 of the voting rights held by the shareholders present at the meeting. In this topic, the guarantee was not approved by more than 2/3 of the voting rights (150 million shares) held by shareholders attending the meeting.

(3) According to the content suggested in point (3) of this question, point out whether the board of directors of Company A can approve the lease with Company B? And explain why.

The board of directors of Company A may approve the lease. According to the Company Law, if the directors of a listed company are related to the enterprise involved in the resolution of the board meeting, they may not exercise the voting right on the resolution. The board meeting can only be held when more than half of the unrelated directors are present, and the resolutions made at the board meeting must be passed by more than half of the unrelated directors. Apart from Wang, there are 5 unrelated directors, 4 directors present at the meeting and 3 votes in favor, all of which meet the statutory requirements.

(4) According to the content suggested in point (4) of this question, can the board of directors of Company A pass the guarantee for Company C? And explain why.

The board of directors of Company A failed to pass the guarantee. According to the regulations, the external guarantee of listed companies should be approved by the board of directors, and must be reviewed and approved by more than 2/3 directors present at the board of directors and a resolution must be made. On this issue, the number of directors present at the board of directors was 5, with 3 votes in favor, which did not meet the statutory requirement of 2/3.

Please refer to Chapter 8, Section 5 (China Securities Regulatory Commission's specific provisions on the guarantee of listed companies) for the explanation of this test center.

(1) shareholders' meeting

(1) Listed companies provide guarantees for shareholders. The guarantee must be decided by the shareholders' meeting, and the shareholders who accept the guarantee should withdraw. The matter must be approved by more than half of the voting rights held by other shareholders attending the shareholders' meeting.

② 1 year, as long as the guarantee amount exceeds 30% of the total assets of the listed company, it is a special resolution of the shareholders' meeting.

(2) Board of Directors

① Related party transactions

The meeting conditions must be attended by more than half of the unrelated directors, and the resolutions must be passed by more than half of the unrelated directors.

② Guarantee

Listed companies provide guarantees for others. When the board of directors or the shareholders' meeting makes a resolution, two conditions must be met at the same time when voting:

1) General provisions: More than half of all directors are required.

2) Special regulations (listed companies only): According to the regulations of China Securities Regulatory Commission, it needs to be approved by more than 2/3 directors present at the board meeting.

Be sure to do it: case 3 of company law! ! !

Published by Zhang Haixia at 23: 54: 00 on August 7th, 2008.

A joint stock limited company (hereinafter referred to as "joint stock company") was listed on the Shanghai Stock Exchange in August 2000. The board of directors of this company held a meeting on March 28th, 2006. A meeting was held and the related issues discussed were as follows:

(1) The board of directors of the joint-stock company consists of seven directors. The directors present at the meeting are Director A, Director B, Director C and Director D; Director e was unable to attend the meeting due to overseas inspection; Director F was unable to attend the meeting because of attending the People's Congress, and entrusted Director A to attend and vote on his behalf by telephone; Director G was unable to attend the meeting due to illness, and entrusted Secretary H to attend and vote on his behalf.

(2) The directors present at this meeting discussed and unanimously decided to hold the 2005 annual general meeting of shareholders of the joint-stock company on April 8, 2006. In addition to routine matters submitted to the annual general meeting of shareholders for deliberation and approval, the following matters will also be submitted to the meeting for deliberation and approval by ordinary resolutions, namely: adding two independent directors; Amend the Articles of Association.

(3) According to the nomination of the general manager, after discussion by the directors present at the board meeting, it was unanimously agreed to appoint Zhang as the company's financial controller and decided to give an annual salary of 654.38 million yuan; The board meeting discussed and adopted the plan of the company's internal organization. When voting, except for the objection of Director B, all others agreed.

(4) The minutes of the board meeting shall be filed after being signed by all directors and supervisors attending the board meeting.

Requirements and answers:

(1) According to the content stated in point (1) of this question, does the number of directors attending the board meeting meet the requirements? Is it valid for directors F and G to entrust others to attend board meetings? And explain the reasons respectively.

First of all, the number of directors attending the board meeting meets the requirements. According to the regulations, the board meeting can only be held when more than half of the directors are present. Secondly, it is illegal for director F to entrust director A to attend the board meeting by telephone. According to the regulations, if a director is unable to attend the board meeting for some reason, he may entrust other directors to attend in writing. Third, it is illegal for Director G to entrust Secretary H to attend the board meeting. According to the regulations, when a director is unable to attend the board meeting for some reason, he can only entrust other directors to attend, and no one other than directors can be entrusted to attend.

(2) Point out that point (2) of this question does not conform to the relevant provisions, and explain the reasons.

First of all, the notice time of the shareholders' meeting does not meet the requirements. According to the regulations, if a shareholders' meeting is convened, the shareholders shall be informed of the time, place and deliberations of the meeting 20 days before the meeting is held.

Secondly, it is not in compliance with the provisions to amend the articles of association by ordinary resolution of the shareholders' meeting. According to the regulations, this matter should be passed by special resolution.

(3) According to the content suggested in point (3) of this question, are the two resolutions passed by the board of directors in compliance with the regulations? And explain the reasons respectively.

First of all, the resolutions on the appointment of the chief financial officer and the determination of his remuneration discussed and unanimously adopted by the directors attending this board meeting are in compliance with the regulations. According to the regulations, this matter belongs to the scope of authority of the board of directors. Secondly, the plan to approve the establishment of the company's internal organs does not meet the requirements. According to the regulations, the resolution of the board of directors must be passed by more than half of all directors. In this issue, after Director B objected to this matter, only three directors actually agreed, not more than half of all seven directors.

(4) Point out the irregularities in point (4) of this question and explain the reasons.

Supervisors attending the meeting may not sign the minutes of the board meeting. According to the regulations, the minutes of the board meeting shall be signed by the directors present at the meeting.

The board of directors of a listed company (hereinafter referred to as "Company A") consists of 65,438+065,438+0 directors. The Board of Directors held a meeting of the Board of Directors on February 65, 2006. Seven directors attended the meeting. The convening of this meeting and related issues discussed are as follows:

(1) In order to adapt to market changes, the directors attending this board meeting unanimously decided to change the use of funds listed in the prospectus.

(2) In 2005, Company A suffered serious losses, and Director A proposed not to publish it. However, when voting at the meeting, Director B and Director C clearly expressed their opposition and recorded it in the minutes of the meeting, but the proposal was finally passed by the other five directors attending the board meeting.

(3) With the unanimous consent of the directors attending this board meeting, it was decided to remove Zhang from the position of general manager of the company. The meeting decided that Wang should be the general manager of Company A. Director D proposed to report the change of company manager to China Securities Regulatory Commission and Shanghai Stock Exchange in time and make an announcement, but it was rejected by the chairman of Company A. ..

Requirements:

According to the above facts and the provisions of the Company Law and the Securities Law, analyze and answer the following questions:

(1) According to the contents suggested in point (1) of this question, is it in line with the regulations for the board of directors to decide to change the use of funds listed in the prospectus? And explain why.

A: "The board meeting decided to change the use of funds listed in the prospectus" does not meet the requirements. According to the provisions of the Securities Law, if a listed company changes the use of the raised funds listed in the prospectus, it must be approved by the shareholders' meeting.

(2) According to the content suggested in point (2) of this question, what are the irregularities of the board of directors of Company A? And explain why.

A: First of all, the board of directors cannot pass resolutions. According to the company law, a resolution made by the board of directors of a joint stock limited company must be passed by more than half of all directors. Only five directors agreed to this issue, which is less than half of all directors of the board of directors (1 1). Secondly, according to the provisions of the Securities Law, it is a major event for listed companies to suffer major losses. A listed company shall immediately submit an interim report to the China Securities Regulatory Commission and the stock exchange and make an announcement.

(3) According to the content suggested in point (2) of this question, if the resolution of the board of directors of Company A violates laws, regulations or the articles of association, and causes serious losses to the company, should directors B and C be liable for compensation?

Answer: Director B and Director C should not be liable for compensation. According to the Company Law, if the resolution of the board of directors violates laws, administrative regulations, articles of association or resolutions of the shareholders' meeting, causing serious losses to the company, the directors who "participated in the resolution" shall be liable for compensation to the company; However, if it is proved that an objection was expressed during the voting and recorded in the minutes of the meeting, the director may be exempted from liability.

(4) According to the content suggested in point (3) of this question, is the practice of the chairman of Company A in compliance with the regulations? And explain why.

A: The practice of the chairman of Company A is not in compliance with the regulations. According to the provisions of the Securities Law, the change of directors, supervisors or managers of the company 1/3 or above is a major event, and the listed company shall immediately submit an interim report to the China Securities Regulatory Commission and the stock exchange and make an announcement.

In May 2006, when China Securities Regulatory Commission conducted a routine inspection of a listed company (hereinafter referred to as "Company A"), it found the following facts:

(1) Company A was established on 200 1 1 by six companies, including Company B and Company C, with a total share capital of 80 million shares (the par value of each share is RMB1yuan, the same below). In March 2005, Company A was approved to issue 40 million public shares for the first time. After this issuance, the total share capital of Company A reached 654.38+0.20 million shares.

(2) Enterprise B, the main sponsor of Company A, takes the machinery and equipment (equivalent to 20 million yuan) that should have been paid to Company A as its own assets and has not yet delivered it to Company A. ..

(3) The board of directors of Company A consists of seven directors. On February 1 day, 2006, Company A held a board meeting. The directors present at the meeting are Director A, Director B, Director C and Director D; Director e was unable to attend the meeting due to overseas inspection; Director F was unable to attend the meeting because of attending the People's Congress, and entrusted Director A to attend and vote on his behalf by telephone; Director G was unable to attend the meeting due to illness, and entrusted Secretary H to attend and vote on his behalf. According to the nomination of the general manager, the directors present at the meeting discussed and unanimously agreed to hire Zhang as the company's chief financial officer, and decided to give him an annual salary of more than 654.38 million yuan. In addition, after discussion and unanimous consent of the directors attending this board meeting, it was decided to change the use of the raised funds listed in the prospectus. The board meeting shall be filed after being signed by all directors and supervisors attending the board meeting.

(4) At the extraordinary shareholders' meeting held on March 18, 2006, in addition to the proposal to issue corporate bonds (voting items are listed in the notice), a proposal to elect additional directors of the company was temporarily added according to the proposal of the controlling shareholder C who voted at the shareholders' meeting.

(5) On April 20, 2006, with the approval of the board of directors, Company A provided mortgage guarantee for the bank loan of Company B, the controlling shareholder. ..

(6) Chen Mou, a certified public accountant who issued the 2005 annual audit report for Company A, bought 20,000 shares of Company A on March 20th after the company's annual report was published on March 10, 2006, and sold them on April 8th of the same year, making a profit of more than 30,000 yuan; Li, a securities practitioner of a securities company, believes that a company's stock has the potential to rise. On March 5, 2006, I bought 10000 shares of a company.

Requirements:

According to relevant laws and regulations, answer the following questions respectively:

(1) According to the suggestion in point (1) of this question, does the proportion of shares publicly issued by Company A comply with the law? And explain why.

A: The proportion of shares publicly issued by Company A meets the requirements. According to the regulations, the publicly issued shares should reach more than 25% of the company's total shares; If the company's total share capital exceeds 400 million yuan, the proportion of publicly issued shares exceeds 10%. In this topic, the total share capital of Company A is 6.5438+0.2 million yuan, and the publicly issued shares exceed 25% of the total share capital.

(2) According to the content suggested in point (2) of this question, what kind of illegal behavior does enterprise A belong to? What kind of legal responsibilities should enterprises bear?

A: The behavior of enterprise B belongs to false capital contribution. According to the Company Law, if the promoters and shareholders "make false contributions", the company registration authority shall order them to make corrections and impose a fine of 5%- 15% of the amount of false contributions. If the case constitutes a crime, criminal responsibility shall be investigated according to law: imprisonment of not more than five years or criminal detention, and a fine of 2%- 10% of the amount of false capital contribution shall be imposed.

(3) According to the content suggested in point (3) of this question, what are the irregularities of the board of directors of Company A? And explain the reasons respectively.

A: First of all, the entrustment of directors F and G is invalid. According to the Company Law, if a director is unable to attend the board meeting for some reason, he may entrust other directors to attend in writing. In this issue, it is illegal for director F to entrust director A to attend and vote on his behalf by telephone rather than in writing. Director G entrusts Secretary H to replace other directors, which is also not in compliance with the regulations. Secondly, it is illegal for the board of directors to pass the resolution of "changing the use of funds listed in the prospectus". According to the provisions of the Securities Law, if a listed company changes the use of the raised funds listed in the prospectus, it shall be approved by the shareholders' meeting. Finally, the signature of the minutes of the board meeting did not meet the requirements. According to the Company Law, the minutes of board meetings should be signed by the directors attending the meeting, not by the supervisors attending the meeting.

(4) According to the content suggested in point (4) of this question, does the resolution of electing the company's directors at the extraordinary shareholders' meeting of Company A comply with the law? And explain why.

A: The resolution of the extraordinary shareholders' meeting of the company to co-elect the company's directors is not in compliance with the law. According to the Company Law, the extraordinary general meeting of shareholders shall not make resolutions on matters not specified in the notice.

(5) According to the content suggested in point (5) of this question, is it in line with the regulations for Company A to provide mortgage guarantee for controlling shareholder enterprise B? And explain why.

A: Company A's practice of providing mortgage guarantee for controlling shareholder B enterprise is not in compliance with the regulations. According to the Company Law, if a company provides a guarantee for the company's shareholders or actual controllers, it must be approved by the shareholders' meeting.

(6) According to the content suggested in point (6) of this question, is it legal for Li to buy and sell shares of Company A? And explain why.

A: First of all, Chen Mou's behavior of buying and selling shares of Company A is in compliance with the regulations. According to the provisions of the Securities Law, a person who issues an audit report for a listed company may not buy or sell such stocks within five days from the date of accepting the entrustment of the listed company to the date of publication of the above documents. In this topic, Chen Mou bought and sold the shares of Company A five days after the audit report was published, which was in compliance with the law. Secondly, Li's behavior of buying and selling shares of Company A is not in compliance with the regulations. According to the provisions of the Securities Law, employees of securities companies are not allowed to hold or buy or sell stocks directly or under a pseudonym or in the name of others during their term of office or within the statutory time limit. In this topic, Li is a securities practitioner, and buying and selling shares of Company A is not in compliance with the law.