According to Articles 33 and 97 of the Company Law, there are two main ways for shareholders to exercise their right to know, one is "access + copy" and the other is "access only". Specifically, in a limited liability company, shareholders can exercise the right to "consult and copy" the articles of association, minutes of shareholders' meetings, resolutions of board of directors' meetings, resolutions of board of supervisors' meetings, and financial accounting reports, while the company's accounting books involve the company's business secrets. The law only gives the right of "inspection", and the shareholder shall submit a written application to the company to explain the reason before the inspection; In a joint stock limited company, shareholders have the right to "articles of association, register of shareholders, corporate bond stubs, minutes of shareholders' meetings, resolutions of board of directors, resolutions of board of supervisors, financial and accounting reports" only to consult and not to copy.

In particular, according to the provisions of Article 33, paragraph 2, of the Company Law, if the shareholders of a limited company exercise the right to know the company's accounting books, they should also make a written request to the company and explain the purpose, and can only bring a lawsuit to the court if the company refuses to consult or responds late. Otherwise, if the shareholder directly sues the court for access to the accounting books without a written application to the company, the court will directly reject the shareholder's lawsuit request.

1. Whether the shareholders of the limited liability company can copy the company's accounting books

Regarding the issue of whether shareholders of limited liability companies can copy the accounting books, as Article 33 of the Company Law stipulates two ways to exercise the right to know, namely "access, copy" and "access", a relatively unified judgment view has been formed in judicial practice on this issue, that is, shareholders have no right to copy the accounting books of the company.

2. Whether limited liability shareholders can copy the company's accounting books

As mentioned above, it is generally believed in judicial practice that shareholders have no right to copy the accounting books of the company, but can they extract the contents of the accounting books? In judicial practice, most courts hold that Article 33 of the Company Law only provides for two ways to exercise the right to know: "access" and "copy", while copying is more similar to copying, so they do not support shareholders' requests for copying. However, the Understanding and Application of the Supreme People's Court's Judicial Interpretation of Company Law (IV), published by the Second Civil Trial Division of the Supreme People's Court in August 2017, pointed out that "We tend to believe that the meaning of 'access' listed in the judgment should be broadly understood." Accounting information includes a large number of data information, unless you have the ability to have a photographic memory, otherwise, if only allow shareholders to view the accounting books and absolutely prohibit its extraction, then the shareholders' right to access the relief of the successful judgment, it is likely to fail again, and the judicial execution of the effective judgment will also face the embarrassment of going through the process. Therefore, for the "inspection" expressed in the main text of the civil judgment, civil enforcement should allow the right holder to implement it to include viewing and extracting." As a result, judicial cases supporting shareholders to extract accounting books gradually appeared in various places; On the other hand, because the Understanding and Application of the Supreme People's Court's Judicial Interpretation of Company Law (IV) is after all non-legal or judicial interpretation has no mandatory application effect, some courts still hold that the exercise of shareholders' right to know does not include "excerpt".

3. Shareholders of a joint-stock company can copy the company's information

Article 97 of the Company Law is separate from Article 33 of the limited liability company, which stipulates that the exercise of the right to know of the limited liability company is only to consult and not to copy. Although some courts in judicial practice have invoked Article 33 of the Company Law to support joint stock limited companies in requiring copies of the company's articles of association, minutes of shareholders' meetings, resolutions of board of directors' meetings, resolutions of Board of supervisors' meetings, and financial and accounting reports, the current mainstream judicial view is still that "the informed rights of shareholders of joint stock limited companies listed in Article 97 of the Company Law are limited to access. Therefore, their request to reproduce the material will not be supported ".

Paragraph 1 of Article 10 of the Fourth Interpretation of the Company Law provides that: If the people's court tries a case in which the shareholder requests to consult or copy the specific documents of the company and supports the plaintiff's lawsuit request, it shall specify in the judgment the time and place of consulting or copying the specific documents of the company and the directory of the specific documents.

Regarding the exercise time of shareholders' right to know: First of all, the court will respect the will autonomy of the parties and determine the shareholders and the company through consultation; If the negotiation fails (in fact, it is often impossible to reach an agreement due to the different interests of the shareholders and the company), combined with the cases searched by the author, the court ruled that the shareholders should exercise the right to know within ten days (or working days), followed by fifteen days (or working days) or five days (or working days), and the specific time point needs to be within the daily business hours of the company. At the same time, because the exercise time of the shareholders' right to know belongs to the discretion of the court, if the shareholders appeal against the bank's objection to the time, it will be difficult to get the support of the court of second instance. Therefore, if the shareholder is unable to exercise the right to know within the regular judgment time of the court due to more access to documents, he should apply to the court at the trial stage and explain the reasons for failing to complete the access and copy on time, so that the court can determine more exercise time in the specific judgment.

Similarly, if the parties can determine the location through negotiation, the court will confirm it in the judgment, for example, in Shanghai Second Intermediate People's Court in (2022) Shanghai 01 Minend 1491 case confirmed that the law firm of the company agent determined by the parties as the location of the exercise of the right to know. If the shareholder and the company cannot reach a consensus on the place of access, the mainstream view of the court is to consider the storage place of the materials to determine the location of the company (domicile, actual business, actual office) as the exercise of the shareholder's right to know; At the same time, considering the contradiction between shareholders and the company and the impact of shareholders' exercise of the right to know on the daily operation of the company, some judgments determine the place of shareholders' exercise of the right to know in the people's court.

Paragraph 2 of Article 10 of Interpretation IV of the Company Law provides that: Where a shareholder consults the company documents and materials in accordance with the effective judgment of the people's court, in the presence of the shareholder, it may be assisted by accountants, lawyers and other intermediary practitioners who have confidentiality obligations according to law or according to the code of practice. Regarding the auxiliary exercise of shareholders' right to know, the following matters should be noted:

First, the shareholder should entrust the third party to assist the exercise of the right to know as a clear lawsuit request. Otherwise, even if the court decides that shareholders have the right to exercise the right to know, the auxiliary exercise may still be obstructed by the company because the auxiliary exercise is not clear in the effective judgment.

Second, due to the inability of judicial interpretation to create shareholder rights, shareholders must be present at the same time when they entrust professional practitioners to assist in exercising the right to know, otherwise the company still has the right to refuse the auxiliary exercise.

Third, with regard to auxiliary personnel, paragraph 2 of Article 10 of the Fourth Interpretation of the Company Law is limited to "practitioners of intermediary institutions who have confidentiality obligations according to law or in accordance with the code of practice." China's existing "Audit Law", "Accounting Law" and "Lawyers Law" respectively stipulate the professional ethics, confidentiality obligations and legal responsibilities of auditors, accountants and lawyers, so shareholders entrust the practitioners of these professional institutions to assist in exercising the right to know will be supported by the court.