The amendment of the Articles of Association belongs to the statutory authority of the shareholders' (general) meeting. Article 38 and 100 of China's Company Law stipulate the power of the shareholders' meeting to amend the articles of association. The amendment of the articles of association of a limited liability company shall be approved by shareholders representing more than two thirds of the voting rights, and the amendment of the articles of association of a joint stock limited company shall be approved by more than two thirds of the voting rights held by shareholders present at the meeting.

However, in some cases, the resolution of the general meeting of shareholders is not required to amend the articles of association. After the shareholders of a limited liability company transfer their shares, the company shall cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and amend the articles of association accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.

According to article 130 of the Company Law, a joint stock limited company may issue registered shares, bearer shares and other kinds of shares. When the amendment of the articles of association involves the interests of the shareholders of class shares, the Company Law of China does not stipulate that the amendment of the articles of association requires the consent of the shareholders of class shares.

Extended data:

According to Article 43 of the Company Law of People's Republic of China (PRC), the discussion methods and voting procedures of the shareholders' meeting shall be stipulated in the articles of association, unless otherwise stipulated in this Law. The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.

Article 73? After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.

If the shareholders and legal persons of the company change or modify the articles of association, the original legal person and shareholders do not need to sign the new articles of association, but the new shareholders and legal persons can sign them.

References:

Baidu Encyclopedia-People's Republic of China (PRC) Company Law