In order to understand the financial situation of Company A, Shareholder B of Company A sent a letter to Company A proposing to exercise the shareholder's right to know in accordance with the law, requiring Company A to disclose all financial and accounting reports The original copies of the company's accounting books (including general ledger, sub ledger, journal, and other supporting books) and accounting vouchers (including accounting vouchers, relevant original vouchers, and contracts entered as attachments to the original vouchers for future reference, and other relevant materials) are completely kept at the company's domicile for B's reference and copying. Company A has not responded to the email since receiving it. "B has no choice but to file a lawsuit to the people's court, requesting support for B to exercise the shareholder's right to know, and to consult and copy financial and accounting reports, accounting books, and accounting vouchers.".

Lawyer Analysis

1、 The scope and method for shareholders to exercise their right to know

"The shareholder's right to know refers to the right enjoyed by shareholders to understand the company's operating conditions. Therefore, Article 33 of the Company Law stipulates the scope and methods of the shareholder's right to know, namely," shareholders have the right to inspect and copy the company's articles of association, minutes of shareholders' meetings, resolutions of the board of directors, resolutions of the board of supervisors, and financial and accounting reports. Shareholders can request to inspect the company's accounting books. "It can be seen that the scope of shareholders' exercise of the right to know is limited to specific documents, "The articles of association, minutes of shareholders' meetings, resolutions of the board of directors, resolutions of the board of supervisors, and financial and accounting reports can be viewed and copied, while accounting books can only be viewed and cannot be copied.".

2、 Accounting books do not include accounting vouchers, which are not included in the scope of shareholders' right to know

According to Paragraph 1 of Article 13 of the Accounting Law, "Accounting vouchers, accounting books, financial accounting reports, and other accounting materials must comply with the provisions of the unified national accounting system."; According to Article 14, paragraph 1, "Accounting documents include original documents and accounting documents." Accounting books do not include accounting documents, which are different accounting materials. According to the preceding paragraph, the specific documents that shareholders can access for their right to know include accounting books, but the aforementioned legal provisions do not include the relevant accounting documents involved in the preparation of the company's accounting books in the scope of the shareholders' right to know.

3、 Restrictions on Shareholders' Exercise of the Right to Know

Article 33 (2) of the Company Law stipulates that "If a shareholder requests to inspect the accounting books of the company, he/she shall submit a written request to the company stating the purpose. If the company has reasonable grounds to believe that the shareholder's inspection of the accounting books has an improper purpose that may harm the legitimate interests of the company, he/she may refuse to provide such inspection.". Article 8 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) lists situations of "improper purpose", specifically including (1) where a shareholder engages in business that is substantially competitive with the company's main business on its own or for others, unless otherwise stipulated in the company's articles of association or agreed upon by all shareholders; (2) Shareholders who consult the company's accounting books in order to inform others of relevant information may harm the legitimate interests of the company; (3) Within three years prior to the date of filing a request for inspection with the company, a shareholder has harmed the legitimate interests of the company by consulting the company's accounting books and notifying others of relevant information; (4) Other circumstances where shareholders have improper purposes. Therefore, if the company can prove that the shareholder's access to accounting books has one of the aforementioned improper purposes, it can refuse the shareholder's request to access accounting books.

After hearing this case, the court held that the protection of shareholders' right to know and the interests of the company needs to be balanced, and the scope of shareholders' right to know should not be arbitrarily expanded beyond legal provisions. Therefore, the final judgment is that Company A provides financial and accounting reports for B to review and copy; Provide accounting books for B's reference; Rejected B's request to review accounting documents.

(This article is translated by software translator for reference only.)