On September 5, 2008, Hao, Li, Xu and Yin jointly signed the "Hubei Xiamen Industrial Company Articles of Association", which Article 6 states: "The company's registered capital: RMB 1,000. The company's increase and decrease of registered capital must be passed and resolutions made by shareholders representing more than two-thirds of the voting rights. The company's reduction of registered capital shall not be lower than the statutory minimum limit. If the company increases and decreases its registered capital, it shall apply for change of registration to the company registration authority in accordance with the law." Xiamen Industrial Company was established on September 17, 2008 with a registered capital of RMB 4 million. The promoters Hao, Yin, Xu and Li each hold 25%, and the actual payment has been capital verification. On April 6, 2009, Xiamen Industrial Co., Ltd. held a shareholders' meeting and decided: to agree to Hong and Zhang join Xiamen Industrial Co., Ltd. The company's shareholders and shareholdings were changed to: Hao held 16.67% of the shares and contributed 666,700 yuan; Xu held 16.67% of the shares and contributed 666,700 yuan; Li held 16.67% of the shares and contributed 666,700 yuan; Yin held 16.67% of the shares and contributed 666,700 yuan; Hong held 16.67% of the shares and contributed 666,700 yuan; Zhang held 16.67% of the shares and contributed 666,700 yuan. On June 26, 2016, Hao withdrew from Xiamen Industrial Co., Ltd. On that day, Xiamen Industrial Co., Ltd. and Hao stamped and signed the "Shareholders' Resolution on Hao's Share Retreatment", and the general manager of Xiamen Industrial Co., Ltd., namely one of the shareholders Li. Li signed the financial application form to return Hao's registered capital of 500,000 yuan. Hao's withdrawal from the company had no resolution to the shareholders' meeting. In August 2021, Xiamen Engineering Company filed a lawsuit with the court on the grounds that Hao had harmed the company's interests, demanding the return of 500,000 yuan and the interest occupied.

1. The determination has not exceeded the statute of limitations;

2. The resolution is the true expression of intention of both parties, and the content does not violate the prohibitive provisions of laws and regulations, and is legal and valid.                  

3. Li's signature on the "Shareholder Resolution on Hao's Share Retreatment" is deemed to be aware of and agreeing to Hao's withdrawal; Yin's investigation record shows that Yin knows and agrees to Hao's withdrawal; Zhang's bill of exchange was endorsed by Hao as the funds for withdrawal of shares, and Zhang's knowledge and agrees to Hao's withdrawal of shares; Xu is the legal representative of the company, and a shareholders' meeting resolution records that the company's expenditure of more than 50,000 yuan should be agreed by Xu, so that Xu is determined to be aware of and agree to Hao's withdrawal of shares. The above-mentioned voting rights of more than two-thirds of the company agreed, and the court ruled to determine that Hao's withdrawal of shares was legal and valid.

Article 19, Paragraph 1 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> (III)": "If a company shareholder fails to fulfill or fully performs his capital contribution obligations or withdraws capital contributions, the company or other shareholders request that he or she fully perform his capital contribution obligations or return capital contributions to the company, and the defendant shareholder defends on the grounds of limitations for the statute of limitations, the people's court will not support it."

This case is a dispute arising from withdrawing shares due to the failure of all shareholders to sign the shareholders' meeting resolution. Fortunately, Hao retained the shareholders' meeting resolutions and other documents during the operation of some companies because he was the original legal representative, which was supported by the court. At the same time, the other party's lawyer provided a financial requisition signed by Li when he paid Hao's capital of 500,000 yuan in the evidence at the time of filing the case. Although it was withdrawn at the trial, it has been copied by us as evidence for our side. This is also the key to Hao's support in this case.

When a lawyer is the plaintiff's agent, the evidence submitted should be carefully considered and dialectically; as the defendant's agent, he should fully consider the case and development direction, exhaust all means to collect evidence, conduct a good analysis of the case, and fully consider the interests of the parties.