Legal analysis: 1. The company has not convened a meeting, except that all shareholders can sign and seal the decision document

This situation means that the company’s shareholders meeting has not been convened at all. The collective will of the company's shareholders is not reflected through the shareholders' meeting. The resolution of the shareholders' meeting thus "formed" essentially only represents the will of the individual shareholders who violated the regulations, and naturally cannot be binding on other shareholders.

Since a real shareholders’ meeting resolution has not actually been formed, there is no need to discuss the validity of the false resolution, and the resolution is directly deemed invalid.

2. The shareholders’ meeting did not vote on the resolutions

The main way for shareholders to express their opinions is to exercise their voting rights on the resolutions at the company’s shareholders’ meeting. If the shareholders do not vote on the resolutions, If a vote is taken, then the resolution does not represent the shareholders' wishes, so the resolution is not established.

3. The number of people attending the meeting or the voting rights held by shareholders do not comply with the provisions of the law and the Articles of Association

Only when the number of people attending the meeting and the proportion of voting rights reaching the legal minimum standards can it meet the requirements of the meeting itself Otherwise, the voting procedure at the next stage will not have a legal and legitimate basis, and the resolution of the shareholders' meeting will not be established.

This situation mainly includes: failure to notify shareholders, resulting in shareholders not knowing that the meeting was convened and not attending; notification was made, but shareholders were unwilling to attend: the shareholder did not have shareholder status at all; shareholders had no actual voting rights, only Apparent agency; voting beyond the agency authority granted, etc.

4. The voting result does not reach the passing ratio stipulated in the company law or the company's articles of association

The voting result of the shareholders' meeting does not reach the passing ratio, which refers to the number of voting rights of shareholders who are in favor when voting. If the ratio requirements stipulated by law or articles of association are not met, then the resolution cannot represent the will of the company and does not comply with the principle of "majority vote of capital", so the resolution cannot be established.

Legal basis: "Judicial Interpretation of the Company Law (4)" Article 5 If a resolution of a shareholders' meeting or general meeting or board of directors exists under any of the following circumstances, and the parties claim that the resolution is invalid, the people's court shall support it:

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(1) If the company has not convened a meeting, but in accordance with Paragraph 2 of Article 37 of the Company Law or the company's articles of association, it may make a decision directly without convening a shareholders' meeting or shareholders' general meeting, and all shareholders shall make the decision in the decision document Except for those with signatures and seals;

(2) The meeting does not vote on the resolution matters;

(3) The number of people attending the meeting or the voting rights held by shareholders do not comply with the company law or stipulated in the company's articles of association;

(4) The voting results of the meeting do not reach the passing ratio stipulated in the company law or the company's articles of association;

(5) Other circumstances that lead to the failure of the resolution. ”