The restriction of shareholders' right to know in the articles of association can be divided into the limitation of substantive deprivation and the limitation of non-substantive deprivation. According to Article 9 of the Judicial Interpretation of the Company Law (IV), "Where the articles of association of the company or the agreement between the shareholders materially deprive the shareholders of the right to consult or copy the company documents and materials in accordance with the provisions of Article 33 and Article 97 of the Company Law, and the company refuses to consult or copy the shareholders on this ground, the people's court shall not support it", The limitation of shareholders' right to know in the articles of association is limited to "substantial deprivation". If there is a provision of substantial deprivation of shareholders' right to know in the articles of association, the provision is invalid. Restrictions other than substantive deprivation are allowed, such as detailed provisions on procedural matters for exercising the right to information, including the place, time and manner of exercise.

1. The articles of association shall not reduce the scope of exercise of shareholders' right to know

(2019) Lu 10 Min End No. 2454 shareholders' right to know dispute, the company's articles of association stipulates: "Shareholders have the right to inspect and copy the company's articles of association, shareholders' meeting minutes and the company's financial report." The company appealed that its articles of association did not provide shareholders with the right to inspect the company's accounting books, and the first-instance judgment required it to provide the accounting books for shareholders to inspect, which did not comply with the provisions of the articles of association, went beyond the scope of shareholders' right to know, and interfered with the company's autonomy with judicial power, and the court of second instance did not support it.

The court held that "shareholders' informed rights belong to the scope of shareholders' inherent rights, which should not be based on the provisions of the company's articles of association, and should not be lost due to the restrictions of the company's articles of association or the shareholders' voluntary abandonment." In this case, the appellant's articles of association did not explicitly stipulate that the shareholder should not consult the company's accounting books, so the shareholder has the right. Even if the company's articles of association stipulate that the shareholder should not consult the company's accounting books, it should not be supported according to the above judicial interpretation. Therefore, the Appellee, as a shareholder of the company, has the right to consult the company's accounting books. The appellant's grounds of appeal are not in accordance with the law and the court does not support them."

2. The articles of association shall not restrict the minority shareholders' right to know in the form of capital majority decision

(2018) Beijing 01 Min End 2778 shareholders' right to know dispute, the company's articles of association stipulates: "Shareholders to apply for access to the accounting books, must hold a temporary meeting of shareholders, with the consent of more than two-thirds of the voting shareholders, the company can arrange access." The articles of association of the company stipulate that the minority shareholders' right to know is restricted in the form of capital majority decision, which is not supported by the court.

The court held: "The right of shareholders to know is the inherent right of shareholders based on their contribution and status as shareholders of the company, and is the basis for shareholders to participate in the company's decision-making, operation and management and profit distribution, in addition to the restrictions stipulated in the company law, should not be deprived in any form or in the form of majority vote to restrict the right of shareholders to know." The articles of association of the company stipulates that shareholders must hold a temporary shareholders' meeting to exercise their right to know, and with the consent of more than two-thirds of the voting shareholders, restrictions on minority shareholders' right to know in the form of capital majority vote will cause minority shareholders to be unable to exercise their right to know and understand the operation and management of the company. The court of first instance found that the above provisions of the articles of association of the company substantially deprived shareholders of their right to know. There is nothing wrong with not supporting the company's claims."

3. The articles of association of the company shall not restrict the exercise of shareholders' right to know on the grounds that shareholders have not performed their obligations

(2020) In the case of the shareholder's right to know dispute No. 717, the articles of association of the company stipulates: "The parties to the joint venture have the right to hire auditors at their own expense to inspect the books of the joint venture company under the condition that they have promised confidentiality in advance." The court did not support the company's refusal to provide financial books to shareholders on the grounds that they had not promised confidentiality.

The court held that "the articles of association of the company are voluntarily concluded by the shareholders and are binding on the acts of the shareholders." When the restriction of shareholders' right to know reduces the scope of the right and increases the difficulty of exercising the right, which constitutes substantial deprivation, such restriction shall be invalid. The articles of association require that the "prior commitment to confidentiality" is only an emphasis on the confidentiality obligation, and it is not required to be reflected in writing, so the company has no right to refuse to provide financial books to shareholders on the grounds that they have not promised confidentiality."

4. The articles of association may specify the location, method and confidentiality requirements of shareholders' right to know

(2021) Shanghai 0115 Shareholders' right to Know Dispute No. 17567 at the beginning of the People's Republic of China, the company's articles of association on the exercise of shareholders' right to know the location and exercise of the method of exercise: "The company agrees that the shareholders to check the accounting books of the corresponding month or year, the shareholders shall complete the inspection at the place designated by the company and during working hours." Shareholders may appoint accountants and lawyers to assist them in jointly examining the accounting books."

The Court held that: "The company shall not refuse shareholders to exercise the statutory right to know on the grounds of the restrictions of the company's articles of association, agreements between shareholders and other agreed restrictions. The company's articles of association include both the initial articles of association formulated at the time of the company's establishment and the amended articles of association legally amended after the company's establishment. Therefore, the statutory right to know can neither be deprived of, restricted, nor be voluntarily abandoned by the shareholders through an agreement, otherwise it will be invalid. However, if the articles of association or the agreement between shareholders only specify the place and method of exercising the right to know other than those stipulated in Articles 33 and 97 of the Company Law, it does not fall within the scope of regulation as long as it does not constitute a substantial deprivation of the right of shareholders to know.

To sum up, in order to protect the balance between the independent personality of the company and the rights of shareholders, the law prohibits the substantial deprivation of the legal inherent right of shareholders to know, but it can be moderately restricted. In order to avoid the abuse of shareholders' right to know, the company's articles of association can reasonably restrict the exercise of shareholders' right to know and procedural matters, which not only has a legitimate basis, but also reflects the priority of the company's operation efficiency.

There are two viewpoints on whether the articles of association can expand the exercise scope and way of shareholders' right to know. The first view holds a negative attitude, if the shareholders are allowed to arbitrarily expand the scope and exercise of the statutory right to know, it may affect the normal operation and management of the company, thus damaging the interests of the company. The second view holds a positive attitude. The provisions of the Company law on the shareholders' right to know are authorized norms rather than prohibitive norms, and the company has the attribute of autonomy, so the autonomy rules of the shareholders' right to know stipulated in the company's articles of association should be respected. According to Article 7, paragraph 1, of the Judicial Interpretation of the Company Law (IV), "Where a shareholder, in accordance with Article 33, Article 97 of the Company Law or the provisions of the company's articles of association, brings a lawsuit requesting access to or copying of specific documents and materials of the company, the people's court shall accept it according to law", in addition to the scope and manner of exercise of the shareholder's right to know as stipulated in the Company law, The articles of association of the company can be stipulated without violating the prohibitive provisions of the law. The second view is the mainstream view of current judicial practice. Article 7 of Judicial Interpretation of Company Law (IV) gives shareholders the space to expand the right to know on the basis of legal provisions. Based on respect for the autonomy of the company's will, and on the premise of not interfering with the normal operation order of the company, the company can appropriately expand the scope and exercise method of shareholders' right to know through the articles of association.

The company's articles of association is a "small charter", which embodies the idea of the autonomy of the company's will, but the provisions on the shareholders' right to know in the articles of association still need to comply with the mandatory norms of the law. In judicial adjudication, the court will generally weigh the tension between the interests of the company and the interests of the shareholders, not only to protect the shareholders' right to know, but also to control the influence of the exercise of the right to know on the normal operation of the company within a reasonable range. Hillhouse Law Firm will give full play to its professional advantages and effectively help enterprises prevent relevant legal risks; We will also provide enterprises with more forms and more abundant legal service projects according to the development of the industry and the actual situation of enterprises, and guide enterprises to make scientific decisions and standardize development.