After the success of the “champion”, Dangdang founder Li Guoqing has issued a series of instructions with the official seal: appoint multiple senior executives, adjust Yu Yu’s position, and “sworn sovereignty” to Dangdang partners.

In the afternoon of April 30, Li Guoqing issued a “Description Letter” to the Dangdang partners with the title of “Dangdang Chairman and President”, saying that on April 24th its shareholders The ballot was elected as the chairman and president of Dangdang, taking over Dangdang in full, and keeping the official seal from April 26. In order not to affect the normal cooperation business development, all the related documents and contracts signed by Dangdang employees can be stamped by the assistant to the president.

It has been 4 days since Li Guoqing successfully “captured the chapter”. Although Yu Yu still did not recognize the legitimacy of Li Guoqing to win the chapter, Li Guoqing won it again After 47 Dangdang official seals and financial seals, they kept moving. Not only announced a series of personnel adjustments that were also not recognized by Yu Yu, but also began to shout Dangdang employees and partners, welcome to find him to knock the chapter.

In this seemingly farce entanglement, there are two serious issues that are gradually attracting people ’s attention: Li Guoqing ’s “robbed away” chapter is covered in the document. Has legal effect? Can Yu Yu unilaterally declare the stolen chapter invalid and successfully replace it with a valid official seal?


First, is the shareholders’ meeting held by Li Guoqing legal? Does Li Guoqing’s stamped document have legal effect?

A number of legal persons believe that the temporary shareholders ’meeting convened by Li Guoqing is proceduralally flawed.

Yu Chao, a lawyer from Jingheng Lawyer Shanghai Office, told Peng Pai journalists that there are strict procedures for the convening and presiding of shareholders ’meetings, and the extraordinary shareholders’ meeting should be Notify shareholders 15 days before the meeting.

“If it is said that such a notification obligation is not fulfilled, then the legitimacy of such a shareholders’ meeting must be questioned. Since there is a question about the legitimacy of the meeting, then the resolution of the meeting formed There is a problem. “Chen Wenming, the director of Zhejiang Xiaode Law Firm, said.

“I think that before the divorce proceedings of the two are closed, the two should independently exercise their shareholder rights including voting rights in their own names. This shareholder meeting The resolution is likely to be deemed invalid. “Zhao Zhan, deputy director of Beijing Zhilin Law Firm, saidTherefore, in general, whether Li Guoqing ’s act of grabbing the official seal is legal or not depends mainly on whether the resolution of the shareholders ’meeting is legal and effective, and whether the resolution of the shareholders’ meeting is legal and effective depends on whether Li Guoqing can use the so-called actual shareholding ratio before the divorce lawsuit is closed. Exercise the right to vote. ”

And Li Guoqing ’s actual shareholding is the biggest point of disagreement between Li and Yu. On the evening of April 26, Kan Min, vice president of Dangdang, was on the conference call The above response stated that Yu Yu holds 52.23% of Dangdang.com, Li Guoqing holds 22.38%, and the children of the two hold 18.65%. The company is currently in the hands of Yu Yu. Li Guoqing stated in the “Report to All Employees” that he is currently Actually received 53.87% of the support.

For the question of “Is the stamping document in the hands of Li Guoqing valid?” Chen Wenming believes: “For example, Li Guoqing now signs with the official seal The contract is generally legally valid. At least, it did not overturn the resolution of the shareholders’ meeting. From the perspective of form, the seal document is still valid. “

Chen Wenming pointed out that the law does not stipulate which party must administer the official seal, or who should be in charge of the position. For internal management issues, the law does not stipulate that the official seal must be managed by a legal person, nor does it stipulate that the official seal must be managed by the chairman. Some companies even hand over to financial management. “He said.


It can be seen from the strict procedures for the convening and presiding of shareholders ‘meetings that Li Guoqing’s holding of shareholders’ meetings may not be legal. The legality of the shareholders’ meeting will directly affect the legal validity of the resolutions of the resulting meeting, and the legal validity of the resolutions of the meeting will affect the legal validity of the sealed documents held by Li Guoqing.

Does Dangdang declare that the official seal is invalid? Can Yu Yu successfully replace the valid official seal?

On April 26, Dangdang stated in a statement: “Dangdang and the related company ’s official seal and financial seal are out of control, anyone uses the official seal , Any contract, agreement, contractual documents or any other written documents signed by the financial special chapter will not be recognized by the company. The official seal, financial seal, and financial department seal will be invalidated on the same day. “

In this regard, lawyer Chen Wenming, director of Zhejiang Xiaode Law Firm, said: “Assuming that this shareholder meeting is legally held, Li Guoqing took the official seal away, and Dangdang wanted to pass a statementIt is difficult to confirm that the official seal is invalid. Whether or not to issue a statement right is already uncertain. “

Zhao Zhan, deputy director of Beijing Zhilin Law Firm, expressed similar views.

” Key issues The question is, does Dangdang’s current situation belong to the official seal being “robbed”? Li Guoqing believes that it takes over according to law in accordance with the resolutions of the shareholders’ meeting and the board of directors. If the resolution of the shareholders’ meeting and the board of directors are legal and effective, Li Guoqing’s act of seizing the official seal is not civilized, but it is not a legal act of snatching. Dangdang cannot use the official report loss procedure to invalidate the official seal. So the root cause is whether the resolution of the shareholders ’meeting is legal and valid. “

So, what do companies usually need to do to make up for the office seal?

” According to the “Seal Management” In the “Measures”, if the seal is lost, robbed or stolen, it shall be reported to the public security organ, and it shall be declared in the form of an announcement to be invalidated and then go through the filing or quasi-engraving procedures. “Zhao Occupation Lawyer said,” If it is a grabbing chapter with no basis at all, it can be reported to the police, or it can be solved by reporting the loss of the office seal. “

According to lawyer Chen Wenming, the general procedure for the loss of the official seal is not complicated.” In general, in non-public events, the company will re-engrave the official seal. You will enter the public security joint newspaper system. As long as you fill in the report, the approval process is relatively smooth. In fact, the public security will not actually check whether the official seal has been lost. “

But at the same time, he also pointed out the particularity of the Dangdang case:” However, in the case of Li Guoqing, everyone knows that the official seal was “robbed” instead of “lost” ‘of. Well, if Dangdang went to re-engrave the seal, it is indeed uncertain whether the public security would approve it. Because for the public security, it is not easy to directly determine the effectiveness of the previous official seal, and it is not lost. ”


Obviously, the official seal of Dangdang.com is not a “lost” situation. Whether it is “robbed or stolen” should also be judged based on the validity of the resolution of the shareholders’ meeting.

Three, how should Yu Yu “fight back”?

So, in this case, what other measures can Yu Yu take to protect his rights before the official seal is successfully replaced?

Zhao Ouyang pointed out that if Dangdang or Yu Yu have opinions on the resolution of Li Guoqing ’s shareholders ’meeting, they can sue the court in accordance with the law and request that the resolution of the shareholders’ meeting be revoked.

“But the lawsuit takes a long time and there is uncertainty in the outcome of the lawsuit. From the perspective of Dangdang Company, it is indeed very passive, and in principle , Dangdang company can not cancel the official seal according to the official seal report loss procedure. That may mean that before the end of the lawsuit to cancel the resolution of the shareholders’ meeting, Dangdang company will be seriously affected by the lack of control of the official seal, and even difficult to operate normally. Of course, no The exclusion of Li Guoqing’s move was just to increase the bargaining chips for divorce proceedings and settlement, because regardless of whether the move was ultimately legal and effective, Li Guoqing had the initiative in the short term, and it is not impossible for the two parties to sit down and negotiate again. “Zhao occupation explained.

Zhao Occupation believes that this incident is rather special, and Dangdang may be difficult to make up for success. “This requires prosecution to withdraw the resolution of the shareholders ‘meeting, apply for behavior preservation after the prosecution, and ask the court to issue an injunction prohibiting the implementation of the resolution of the shareholders’ meeting. If the official seal cannot be successfully reported and replaced successfully, this should be the most convenient legal way.” He said.

For the so-called “conservation of conduct”, Chen Wenming explained: “Yu Yu can apply to the court for behavior preservation and let the court make a ruling. That is equivalent to an order You cannot use the official seal to issue orders or issue appointments, dismissals, or sign documents to use the official seal until you have determined its validity. If you want to use it, you must wait until the litigation or judgment document confirming the effectiveness comes out before you can use it. In this case, for Yu Yu, it may also be a better choice. “