Holiday consumption is vigorous. China is full of "zongzi" feelings and "zongzi" meanings.

CCTV News:Today (June 22nd), the Dragon Boat Festival holiday officially opened in 2023. According to the monitoring of the Ministry of Commerce, in 2023, the Dragon Boat Festival will increase consumption activities, residents’ willingness to travel and vacation will increase, and the holiday consumption atmosphere will be strong.

The number of tourists during the Dragon Boat Festival holiday this year is expected to exceed the level of the same period in 2019, reaching 100 million. Beijing, Hangzhou, Guangzhou, Chengdu and Qingdao will become popular destinations in China. Experts predict that the Dragon Boat Festival travel will bring 37 billion yuan of tourism consumption, which may be 30%— An increase of 40%. A "three-hour golden tourism circle" will be formed around major tourist cities, and the popularity of Zhou Bianyou and short-distance tours will increase.

Dragon Boat Festival holiday ushered in the peak of travel

Today is the first day of the Dragon Boat Festival holiday. Visiting relatives, traveling and student flow are superimposed, which ushered in the peak of holiday travel.

Dragon Boat Festival holiday transportation started on June 21st. From June 21st to 25th, the national railways are expected to send 71 million passengers. On June 22nd, the national railways are expected to send 16.2 million passengers and run 10,868 passenger trains. In terms of civil aviation, during the Dragon Boat Festival holiday, 16,110 flights were planned daily, an increase of 1.7% over the same period in 2019; The average daily transportation of passengers is expected to reach 1.98 million, an increase of 11.5% over the same period in 2019.

How to spend the Dragon Boat Festival holiday? What to eat? Where to play? Find the answer in big data

Leisure travel, catering and other consumption are heating up. According to the data of the travel booking platform, during the three days of the Dragon Boat Festival holiday, the booking volume of hotels, homestays and scenic spots has nearly doubled compared with that during the Dragon Boat Festival in 2019. According to the business data of UnionPay, the consumption of catering in the past week has increased by more than 20% year-on-year.

According to business big data monitoring, the national edible agricultural products market was fully supplied last week, the prices of grain, edible oil, aquatic products and fruits were basically the same as those of a week ago, the wholesale price of vegetables rose by 0.7%, and the prices of meat and eggs declined slightly.

Up to now, the online sales of Dragon Boat Festival bouquets have increased by 170 times year-on-year, and the number of e-commerce sales has increased by 344% year-on-year. Bouquet styles are dazzling, especially rich, with a year-on-year increase of 678%.

Statistics from online retail platforms show that egg yolk zongzi has become the "explosive" zongzi of this year’s Dragon Boat Festival.

Looking at Hot Topics of Dragon Boat Festival through Big Data

According to the big data analysis of China Mobile’s Wutong, the top hot topics in the week before the festival include: Zongqing Dragon Boat Festival, short-distance tour, salty and sweet Zongzi, meeting the Dragon Boat Festival in the college entrance examination, dragon boat race, the hottest Dragon Boat Festival in five years, and dragon boat economy.

Accelerate the release of demand and expand residents’ consumption

Twenty-three departments jointly issued nineteen measures.
Accelerate the release of demand and expand residents’ consumption

With the consent of the State Council, 23 departments, including the National Development and Reform Commission, the Publicity Department of the Communist Party of China and the Ministry of Finance, jointly issued the Implementation Opinions on Promoting Consumption Expansion, Upgrading and Accelerating the Formation of a Strong Domestic Market (hereinafter referred to as the Opinions). The Opinions put forward 19 measures to promote consumption expansion and quality improvement from six aspects: market supply, consumption upgrading, consumption network, consumption ecology, consumption capacity and consumption environment, and help form a strong domestic market.

Expanding consumption is an important focus to hedge the impact of the epidemic.

The COVID-19 epidemic has had an impact on China’s consumption at present and even in the future, especially in the fields of shopping, catering, tourism, culture, education and entertainment.

"Releasing the suppressed and frozen consumer demand, cultivating and growing the new consumption and upgraded consumption that were born in the prevention and control of the epidemic, and making the physical consumption and service consumption be replenished, is one of the important points to hedge the impact of the epidemic." Chang Tiewei, deputy director of the Employment Income Distribution and Consumption Department of the National Development and Reform Commission, said that it is of great significance to promote consumption expansion and quality improvement while doing a good job in epidemic prevention and control.

Since last year, the CPC Central Committee and the State Council have deployed a series of policies to promote consumption, and various localities have successively introduced a number of targeted measures, such as Beijing, Tianjin, Shanghai and other places to build a new platform for consumption upgrading by cultivating night economy.

"The Opinions are the inheritance and development of previous policies." Chang Tiewei said that it not only inherited the previous policy orientations such as updating consumption and cultural tourism consumption, but also integrated into the new models, new formats and new industries in the current new consumption development.

To expand consumption, the key is to conform to the upgrading trend of residents’ consumption, break through the "blocking point" and "pain point" in the consumption field, break down the institutional and institutional obstacles that restrict consumption, and improve the governance capacity in the consumption field. The "Opinions" adhere to the structural reform of the supply side as the main line, seize the most potential consumption areas and focus on improving supply, constantly improve consumption policies, optimize the consumption environment, and stabilize consumption expectations.

Chang Tiewei introduced that the Opinions pay more attention to service consumption in terms of consumption types; Highlight holiday and night consumption in terms of consumption time; Accelerate the cultivation of new models such as online and offline integration in terms of consumption patterns; Focus on launching the county consumption engine in the consumption area; In terms of consumer groups, we will focus on enhancing the consumption power of low-and middle-income groups, and urge the vast number of urban and rural residents to consume, be willing to consume, and dare to consume.

Accelerate the construction of information infrastructure and build a "smart+"consumption ecosystem.

Cloud fitness, cloud shopping, cloud shopping, cloud reading … Since the outbreak, "cloud business" has developed rapidly. "Mobile phone ordering and delivery to home" has become the first choice for people to buy fresh food, medicines and other necessities during their stay at home.

"The new consumption formats and new models represented by online shopping have shown strong development potential in this epidemic." Chang Tiewei said that in 2019, the online retail sales of physical goods in China accounted for 20.70% of the total retail sales of consumer goods, which was about 8.52 trillion yuan. It is expected that the online retail sales of physical goods will exceed 10 trillion yuan this year.

"With the gradual control of the epidemic, China’s consumer market will usher in a new round of rapid development opportunities." Wei Wang, director of the Institute of Market Economy of the State Council Development Research Center, said that innovative online service models, especially in the fields of entertainment, education and medical care, have been recognized and accepted by consumers, which will greatly promote the further improvement of new formats and new models and drive more online service consumption.

The "Opinions" put forward four specific measures to cultivate new consumption formats and new models, and accelerate the construction of a "smart+"consumption ecosystem.

Accelerate the construction of a new generation of information infrastructure. Accelerate the construction and commercialization of information infrastructure such as 5G networks.

Encourage the development of new consumption patterns such as online and offline integration. Improve the "internet plus" consumption ecosystem, and promote online and offline interaction and business travel style coordination.

Encourage consumers to use green smart products. Encourage enterprises to use the Internet of Things, cloud computing, artificial intelligence and other technologies to promote the intelligent upgrade of various electronic products, and accelerate the development of new information products such as virtual reality and wearable devices.

Vigorously develop the consumption pattern of "internet plus Social Service". All departments will promote the online and offline integration of education and training, medical care, aged care services, infant care, sports events and other service consumption.

"The Opinions proposes to build a’ smart+’consumption ecosystem to adapt to the development trend of smart and online consumption at this stage. While promoting consumption expansion and quality improvement, we will better lead the industry to intelligent and green development and promote the dual upgrading of industry and consumption. " Wang Yun, a researcher at China Macroeconomic Research Institute, said.

Continuously improve consumption capacity and build a consumption network integrating urban and rural areas.

The consumption pattern is wired online and offline, and there are cities and towns in the consumption space. To improve the quality and expand the consumption, it is necessary to realize the coordinated and interactive development of the urban and rural markets. What other "hard bones" are there to break through urban and rural consumption and expand grassroots and rural consumption?

"There is still a’ stuck neck’ link in the current consumer infrastructure." Chang Tiewei said, for example, the service consumption infrastructure is not perfect, the shortcomings of consumption facilities in some emerging urban areas and rural areas are prominent, and the distribution of urban commercial facilities is unreasonable.

Wei Wang said that in order to build a consumption network integrating urban and rural areas, on the one hand, we should promote the construction and development of consumption center cities, accelerate the development of middle and high-end consumption and service consumption markets, and form a group of international consumption center cities with large consumption scale, strong consumption radiation driving effect, outstanding consumption innovation leading ability and international influence, and become a leading demonstration base for China’s consumption upgrading and expansion.

The "Opinions" propose to further improve the tax-free industry policy and improve the supply of imported goods. We will support central cities to strengthen the "first-store economy" and "first-time economy", encourage internationally renowned brands to launch or simultaneously list new products in the China market, and adjust and optimize the collection links of some consumption tax items.

"On the other hand, we should speed up the sinking of the consumer market, build a platform for cooperation and exchange between Internet companies and poverty-stricken areas, promote the two-way circulation of industrial products to the countryside and agricultural products to the city, boost the sales of agricultural products with characteristics and advantages in rural areas, especially in deep poverty-stricken areas, and better meet the consumer demand in rural markets and carry out consumption poverty alleviation in depth." Wei Wang said.

The income level of residents is directly related to their consumption ability, and the expansion and upgrading of consumption cannot be separated from the improvement of consumption ability.

"To improve the consumption power of residents, we should pay attention to improving the income capacity of middle-income groups and enhancing basic security, and promote the reform of the income distribution system." Wei Wang said, smooth the upward flow channels for low-income groups, steadily expand middle-income groups, strive to narrow the income gap among residents, and accelerate the improvement of the income incentive mechanism for knowledge-based, skilled and innovative workers. (Reporter Li Xinping)

Tesla FSD technology is difficult to land.

  Financial Investment News reporter Xue Lei

  Musk’s visit to China was broadcast on the news network, and was paid attention to together with FSD (fully automatic driving) technology. As for other joint purposes, it is said that we want to seek the further landing of FSD technology in China market. However, although "Musk’s visit to China" can be broadcast on the news, "Tesla’s FSD technology landed in China" is very difficult.

  First of all, the problem of data security lies ahead. China’s autonomous driving supervision policy is quite strict, especially in data security and privacy protection. Most of Tesla’s databases are abroad, and Chinese laws clearly stipulate that all user data must be stored in China, which means Tesla must establish and maintain a data center in China. This not only involves huge investment, but also needs to ensure that the technological advancements of these centers are consistent with those of other data centers around the world, and at the same time meet China’s requirements for data security.

  If Tesla’s FSD technology needs to transmit data overseas, such as global data analysis or using global servers, there are many regulations to be observed during this period, such as what can and can’t be transmitted, and what approval procedures are required to transmit data. There are many problems to pay attention to, and there are many processes to go.

  The second is the problem of technical adaptation. China’s technical standards in the field of smart cars are different from those in the world. Tesla needs to adapt FSD technology to the road conditions, traffic rules and driving habits in China, which means a series of adjustments are needed. The road traffic environment in China is complex and changeable, which puts forward higher requirements for the adaptability and reliability of FSD technology.

  Although Tesla has many loyal fans in China, many people still hold a wait-and-see attitude towards FSD technology. Besides, the smart car market in China is booming, and local enterprises have invested heavily in autonomous driving technology, and they have a deeper understanding of the local market. It is not easy for Tesla to gain a share in the China market, except to overcome technical problems, but also to find its own foothold in the fierce market competition.

   FSD technology itself is a "golden cave", and research and development, testing and deployment of fully automatic driving technology require a lot of capital investment. In order to enter the China market, Tesla also needs to establish a corresponding service and support system in the China market, which also requires a lot of money and resources. Of course, there is no shortage of money to deploy Musk in the early stage, but how to make a profit in the later stage? A few days ago, Tesla launched the EAP subscription service, which costs as much as 699 yuan per month. This price is unique among domestic car companies and has no competitive advantage at all.

  For China car companies, Tesla’s FSD technology is not terrible. In China’s electric vehicle market, domestic car companies have too many advantages, and Tesla needs to complete localization, but domestic car companies are old aborigines, which is an inherent advantage. For domestic car companies at this stage, Tesla only acts as a "catfish". Regardless of whether they finally enter the market or not, the FSD technical duel of domestic car companies has begun. However, with the passage of time, this uncertainty will become greater. After the embarrassing period of Tesla’s localization, the good play will begin.

Tank 800 is coming. Second-hand tank 300/500 still keeps its value?

  [car home second-hand through train] Looking at the domestic SUV market, tanks are definitely one of the hot brands. Both (|) and Tank 500 have created sales records that demand exceeds supply, and even used cars are more expensive than new ones. Nowadays, the tank 800 frequently exposes spy photos. I believe that it is not far from you to leave the "Baoding Cullinan". But today, are the tanks 300 and 500 still so popular? Is the used car still so valuable? Let’s take a look at this issue together.

Home of the car

  Different from Tank 300 and Tank 500, Tank 800 will be the flagship product of the "business luxury" route of tanks, and its design ideas will be more luxurious and atmospheric.

Home of the car

Home of the car

  From the latest spy photos, we can see that the state of this vehicle is very similar to the version exhibited at the previous 2021 Shanghai Auto Show. We guess that the new car is also likely to be a tank 800 model close to the production version.

Home of the car

  The more luxurious and atmospheric design is quite eye-catching, but besides the tank 800, the tank 300 and the tank 500 also have a very high degree of attention. If you want to be a "tank driver" earlier. Let’s take a look at the current market of tank 300 and tank 500.

Home of the car

  The new cars currently on sale for Tank 300 are mainly two off-road models and three urban models, and the official version of Tieqi 02, which cooperates with Dinghuo. The official guide price ranges from 198,800 yuan to 302,800 yuan. As a hard-core off-road vehicle, this price range is still relatively close to the people, which is one of the reasons for achieving considerable sales.

Home of the car

  However, since the second half of last year, the production speed of tank 300 has increased. Up to now, it is basically possible to pick up a car in about one month, and the popularity of new cars and the market for used cars of tank 300 have gradually declined.

Home of the car

  Take the 2023 Conqueror version, which is more popular in the used car market, as an example. The guide price of a new car is 215,800 yuan, and a quasi-new car that has been licensed for about one year can basically sell for about 200,000-210,000 yuan. For the old conquerors around 2021, the second-hand price of standard car condition is around 190,000 yuan.

  The standard car condition mentioned here is the normal kilometers of the car. In fact, as a hard-core off-road vehicle, the second-hand tank 300 can be said to be a car in one condition, not only to distinguish whether there is a history of off-road, but also to distinguish whether there is a modification.

Home of the car

  In addition to post-modification, Tank 300 has introduced some original modified versions, such as Cyber Tank Edition, Border Limited Edition, Wind Forest Fighter, Tank Ranger and so on. Due to the official modification and limited sales, the prices of second-hand quasi-new cars of these models are basically 20,000-30,000 yuan higher than when the new cars land. However, with the continuous introduction of limited edition models and the decline in the popularity of new cars, the second-hand market of such models has gradually dropped.

Home of the car

  Comparing the market, we can see that the tank 300 has indeed gradually reduced the heat and market from the previous "used cars are more expensive than new cars". However, in the same class and at the same price, Tank 300 is still the car with the highest rate of preservation and heat.

Home of the car

  When considering used cars, it is recommended to consider quasi-new cars with short age and few kilometers. Although the price/performance ratio is not as high as that of old used cars, the problems reflected by the owners have been solved in the late batch, with better quality and more worry-free later. In terms of color, except for "Bai Fumei" and "I want red", they are basically popular colors with high preservation rate.

  After talking about tank 300, let’s take a look at its "big brother" tank 500. In the eyes of many friends, tank 500 and tank 300 are also the light of domestic products. What about the second-hand market of tank 500?

Home of the car

  The new tank 500 cars are mainly divided into Dengfeng/Terrace, Sport/Business, 5-seat /7-seat models, as well as the original factory’s special customized version with double colors. The price range of the new car is 335,000-395,000 yuan. However, in contrast, the new car sales of Tank 500 are not as high as those of Tank 300, and the second-hand market is relatively stable.

Home of the car

  Take the sports version of the 7-seat environmental model as an example. The guide price of the new car is 363,000 yuan, and the new car is about 400,000 yuan. One-year-old second-hand quasi-new car, basically the purchase price is only 300,000 yuan, the individual transaction price is about 310,000-320,000 yuan, and the one-year preservation rate is about 80%.

Home of the car

Home of the car

Home of the car

  Also affecting the current market of tank 500 is the launch of new models, namely the Hi4-T plug-in hybrid model. Before Tank 500, there was a lot of controversy about fuel consumption, and the Hi4-T plug-in hybrid model can solve everyone’s concerns about fuel consumption to a certain extent. Naturally, fewer people choose the 3.0T version, and the second-hand market will only fall but not rise.

Home of the car

  Summary:

  No matter the tank 300, the tank 500 or the future tank 800, they are all the benchmark products of China brand SUV. After the production capacity of tank 300 and tank 500 increased and the popularity of new cars gradually decreased, the market conditions gradually returned to normal. As consumers, we need to keep a clear head and rationally choose the right model according to our own needs.

Strong confidence and development at the grassroots level are in action | 44.5 billion yuan! 31 major industrial projects in Suqian Suyu started in concentration!

  The beginning of the year is to start work, and we must work hard when we start work. On the morning of January 31st, suyu district, Suqian City held a ceremony for the centralized commencement of major industrial projects in the first quarter of 2023 and for attracting investment at the Pioneer Robot Project site in Suqian High-tech Zone. District leaders Yin Qiguo, Xu Yuan, Yuan Heng and Liu Houju attended the event.

   Yin Qiguo, Secretary of the District Party Committee and Secretary of the Party Working Committee of Suqian High-tech Zone, announced the official commencement of major industrial projects in suyu district in the first quarter of 2023.

  It is understood that suyu district plans to start 31 major industrial projects in the first quarter of 2023, covering new materials, high-end equipment manufacturing, digital economy and many other fields, with a total planned investment of 44.5 billion yuan and an annual planned investment of 20.9 billion yuan, including 16 projects exceeding 1 billion yuan and 3 projects exceeding 5 billion yuan.

  Xu Yuan, deputy secretary of the District Party Committee and district head, spoke at the event. He stressed that the whole region should take this concentrated start as an opportunity to launch a new offensive of attracting investment nonstop, set off a new upsurge in project construction, and help to polish the new business environment throughout the process. With the enthusiasm of rabbits, the momentum of leaps and bounds, and the hard work of making great achievements, we will strive to win a "good start" in the first quarter, win a "full house" in the annual economy, and save more for the modernization of Suyu.

  During the event, Yin Qiguo presented flags to 20 stationed investment promotion bureaus, industrial investment promotion bureaus and professional investment promotion bureaus.

  Meng Kai, member of the Standing Committee of the District Committee, deputy secretary of the Party Working Committee of Suqian High-tech Zone and deputy director of the Management Committee, presided over the event. Zhao Lunjun, member of the Standing Committee of the District Party Committee and executive deputy head of the district, introduced the centralized construction of major industrial projects. Representatives of investors and investment promotion departments made speeches. The guests and leaders laid the foundation stone for the pioneer robot project.

  Collier Optical Electronic Adhesive Project

  The Collier optical electronic adhesive project is invested and built by Shenzhen Zhengzhong Group, with a total investment of 5 billion yuan. In the first phase, 100 mu of Tiancheng Paper will be revitalized to build electronic-grade PI films, OCA optical adhesives, pressure-sensitive adhesives and other production lines. OCA optical adhesives acquired LG chemical business from South Korea to fill the domestic technical gap, and PI films are widely used in aerospace, electrical electronics, semiconductor engineering, microelectronics and integrated circuits. In the second phase, 264 mu of rich leather industry was revitalized, the production capacity of optical adhesive, PI and pressure sensitive adhesive was expanded, and high-end materials production lines such as LCP and medical polylactic acid were built. After the project is completed and put into production, it is estimated that the annual sales revenue will exceed 7 billion yuan and the annual tax payment will exceed 300 million yuan.

  Suqian Digital Economy Center Project

  Suqian Digital Economy Center Project is invested and constructed by Shanghai MCC Chenggong Real Estate Co., Ltd. It is located in the core area of Suqian High-speed Railway New Town, 1.5 kilometers away from Suqian East Station. It is the core project of high-speed railway new town with a planned total investment of 5 billion yuan, covering an area of 286 mu and a total construction area of about 600,000 square meters. The project gives priority to the integration of production and city, and combines the functional characteristics of smart park, ecological park and international park to create a spatial structure of "one axis+one belt+one ring+six functional zones", covering eco-business axis, industrial development zone, green pedestrian circle, digital economy gathering area, listed enterprise headquarters gathering area, financial business core area, financial headquarters gathering area and talent apartment area. Suqian Digital Economy Center aims to build a digital economy highland in Suqian, focusing on developing industries such as e-commerce, software and information technology, and digital finance, fully introducing leading enterprises in the industry, building a digital economy ecosystem, and promoting the deep integration of Internet, big data and digital finance with the real economy to empower the development of the real economy. Build the "four platforms" of digital commerce, wealth management, financial innovation and supporting services, form an all-round and multi-level public service system, and build a compound digital economy complex.

  East China Automobile Science and Technology City Project 

  The East China Automobile Science and Technology City Project is invested and constructed by Suqian Chengtou Automobile Industry Development Co., Ltd., with a planned total investment of 4.6 billion yuan, covering an area of 1,262 mu and a total construction area of 860,000 square meters, including a construction area of 210,000 square meters for business development and a construction area of 650,000 square meters for industrial supporting service facilities. Including the automobile comprehensive service area, the construction of city investment mango exhibition center, automobile science and technology innovation center, automobile media center, automobile finance center, judicial appraisal center, automobile vehicle management service station, automobile industry innovation valley, automobile theme hotel and automobile youth home; The automobile travel business district will build an automobile museum, an automobile entertainment city, a waterfront automobile theme bar street, an automobile commercial waterfront automobile food street, an automobile commercial street and a motel; Automobile sales exhibition area, construction of new car 4S shop cluster, new energy exhibition center, parallel imported car exhibition center, used car trading center; In the automobile aftermarket area, an automobile supplies complex, an automobile testing center, an automobile refitting center, a bus maintenance center, an automobile quick repair station, a driving school and technical training center, and an automobile renewable resource utilization center will be built.

  The start is a sprint, and the start is a decisive battle. suyu district will strive to be a "rabbit" and the "rabbit" will fly forward. If it really starts, it will exert its strength and strive for the first place. In the fiery battlefield of the city’s projects, it will go ahead, take the lead and make more contributions.

  (Source: Editor of suyu district Rong Media Center/Zhang Quanquan)

Jiangsu Provincial Department of Housing and Urban-Rural Development issued a document. Notice of Jiangsu Provincial Department of Housing and Urban-Rural Development and Provincial Department of Ecol

Su Jian zhi an2020123number


Housing and Urban-Rural Development Bureau (Project Construction Committee), Ecological Environment Bureau, Urban Management Bureau, Nanjing, Wuxi, Suzhou and Nantong Gardens (Municipal) Bureau:

In order to implement the Emergency Plan for Heavy Pollution Weather in Jiangsu Province, do a good job in classified control of dust pollution prevention and control on construction sites, implement the exemption policy for control and support the smooth progress of construction projects, according to the Emergency Plan for Heavy Pollution Weather in Jiangsu Province issued by the general office of the provincial government (Su Zhengban made [2019fiveNo.), the Provincial Department of Housing and Urban-Rural Development and the Provincial Department of Ecology and Environment jointly formulated the Emergency Work Plan for Dust Control on Construction Sites in Heavy Pollution Weather in Jiangsu Province (attached), and relevant local departments are requested to seriously implement it.

Contact: Xu Jiaxiang,025-51868699. Mailbox:707373088@qq.com. 

 

                                        Jiangsu Provincial Department of Housing and Urban-Rural Development       Jiangsu Provincial Department of Ecological Environment

         2020yeareightmoonsixsun 

(This piece is publicly released)

 


 

Dust from construction sites in heavily polluted weather in Jiangsu Province

Control emergency work plan (for Trial Implementation)

 

First, set the purpose

Implement the Emergency Plan for Heavy Pollution Weather in Jiangsu Province, establish and improve the working mechanism for dust prevention and control at construction sites in heavy pollution weather, and effectively control and reduce the impact of dust on air quality at construction sites.

Second, the basis for formulation

Notice of the State Council on Printing and Distributing the Three-year Action Plan for Winning the Blue Sky Defence War (Guo Fa [201822No.), Notice of the Provincial Government on Printing and Distributing the Implementation Plan of Jiangsu Province’s Three-year Action Plan to Win the Blue Sky Defence War (Su Zhengfa [2018122No.), Emergency Plan for Heavy Pollution Weather in Jiangsu Province (Su Zhengban made [2019fiveNo.) and other documents.

Third, the scope of application

Dust prevention and control in the construction, reconstruction, expansion, landscaping and demolition of housing construction and municipal infrastructure projects in the province under the condition of heavy pollution weather.

Fourth, the working principle

Construction, urban management and ecological environment departments at all levels shall, under the unified leadership of the local people’s government, follow the principle of "graded responsibility, timely response, coordination and dynamic control".,Do a good job in the prevention and control of dust on construction sites in heavily polluted weather, respond to emergency warning in time, quickly implement emergency measures, strengthen communication and cooperation between departments, and improve joint prevention and control and rapid response capabilities. According to the early warning information, start the corresponding level of response, and make corresponding adjustments with the change of early warning information.

Five, early warning classification and emergency response measures

According to the Emergency Plan for Heavy Pollution Weather in Jiangsu Province (Su Zhengban made [2019fiveNumber), early warning from low to high is divided intoIThree levels are marked with yellow, orange and red respectively, and the red warning is the highest level.

(1) Yellow warning: predict the future.48Hourly air quality index of districts and cities (AQI) the average value is reached200Above, or monitoring to districts and cities.SO2Hourly concentration reached500microgram/More than cubic meters, and did not meet the high-level warning conditions.

startLevel emergency response, emergency response measures are as follows

1. Increase the frequency of law enforcement inspections on construction sites;

2. Stop blasting, crushing, building demolition, concrete mixing without closure, and stop spraying and painting on outdoor construction sites and shotcreting on slope protection;

3. Earthwork excavation, road surface excavation, road surface washing and planing, earthwork transportation (except that it is transported by closed muck trucks above the national standard 5), floor garbage cleaning and mechanical operations such as crushing, cutting and sawing are suspended;

4. Increase the frequency of sprinkling water on the construction site to reduce dust, mechanically flush the roads at the entrance and exit of the construction site, and strengthen the coverage of the exposed ground that is not hardened, the material yard that is easy to raise dust, and the shutdown site (see Annex for coverage requirements, methods and scope)one)。

(2) orange warning:Predict future persistenceseventy-twoHourly air quality index of districts and cities (AQI) the average value is reached200Above, or monitoring to districts and cities.SO2Hourly concentration reached650microgram/More than cubic meters, and did not meet the high-level warning conditions.

startLevel emergency response, emergency response measures are as follows:

1. Increase the frequency of law enforcement inspections on construction sites;

2. Stop blasting, crushing, and concrete mixing without closure, and stop painting and shotcreting for slope protection in outdoor construction sites;

3. Except for livelihood security projects, other open-air demolition and construction site operations are suspended (continuous concrete pouring can be carried out normally for technical requirements);

4. Increase the frequency of sprinkling water on the construction site to reduce dust, implement mechanized flushing on the roads at the entrance and exit of the construction site, and strengthen the coverage of the exposed ground that is not hardened, the material yard that is prone to dust, and the shutdown site;

5. Transport vehicles such as bulk materials, coal, coke, slag, sand and earthwork are all prohibited (excluding ready-mixed commercial concrete and mortar, steel, etc.);

6. All fuel engineering machinery is stopped.

(3) Red warning:Predict future persistence96Hourly air quality index of districts and cities (AQI) the average value is reached200Above, or predict the future.24Hourly air quality index of districts and cities (AQI) the average value is reached450Above, or monitoring to districts and cities.SO2Hourly concentration reachedeight hundredmicrogram/More than cubic meters.

startILevel emergency response, emergency response measures are as follows:

1. Increase the frequency of law enforcement inspections on construction sites;

2. Stop blasting, crushing, and concrete mixing without closure, and stop painting and shotcreting for slope protection in outdoor construction sites;

3. All open-air demolition and construction site operations are suspended (continuous concrete pouring can be carried out normally for technical requirements);

4. Increase the frequency of sprinkling water on the construction site to reduce dust, implement mechanized flushing on the roads at the entrance and exit of the construction site, and strengthen the coverage of the exposed ground that is not hardened, the material yard that is prone to dust, and the shutdown site;

5. Transport vehicles such as bulk materials, coal, coke, slag, sand and earthwork are all prohibited (excluding ready-mixed commercial concrete and mortar, steel, etc.);

6. All fuel engineering machinery shall be stopped (except for emergency rescue).

Early warning at all levels must strictly implement the emergency emission reduction measures for heavily polluted weather stipulated by the state and the province and other response measures specified in the emergency plan.

Construction sites and processes listed in the emergency control exemption list (see annex2), the operation can be carried out in accordance with the exemption management measures during the early warning period.

The early warning information of heavy pollution weather is released or released by the office of the provincial heavy pollution weather emergency command center, and the information is sent to the people’s government of the emergency response city, and the information is also released to the media and the public. The people’s governments of all districts and cities shall, according to the instructions of the Office of the Emergency Command Center for Heavy Pollution Weather or the changing trend of air quality in this Municipality, designate relevant departments to issue or remove early warning information for heavy pollution weather.

VI. Job Requirements

(1) Strengthen leadership and make careful arrangements.Construction, urban management, ecological environment and other departments at all levels should fully understand the importance of prevention and control of dust pollution in construction sites, do a good job in classified management and control, and implement the policy of exemption from management and control, not only to ensure the control of atmospheric environment, but also to support the smooth progress of engineering construction projects. It is necessary to do a good job in the classification and grading control of concrete enterprises, and ensure that the process requiring continuous concrete pouring can be carried out normally from the source. Local construction administrative departments should urge the construction site to take effective measures to realize "six hundred percent" of enclosure around the construction site, stacking and covering of dust-prone materials, wet earthwork excavation, road hardening, cleaning of vehicles entering and leaving, and closed transportation of muck vehicles, and install online monitoring and video monitoring equipment.

(two) rotating consultation, strengthen cooperation.The Provincial Department of Housing and Urban-Rural Development and the Provincial Department of Ecology and Environment have established a monthly rotating consultation mechanism to regularly communicate, exchange work information and study intersection issues. Departments of city construction, urban management and ecological environment can refer to this model, regularly strengthen research on issues of common concern and concern, and formulate scientific, reasonable and effective emergency control measures for heavy polluted weather while doing a good job in dust control at the construction site, so as to prevent frequent shutdown of the construction process and bring greater risks to safety production. Local construction administrative departments should master the management of construction sites during emergency control, assess the impact of heavily polluted weather on engineering construction, and report to the Provincial Department of Housing and Urban-Rural Development in a timely manner.

(3) Strengthen joint law enforcement and implement precise punishment.Local construction, ecological environment and urban management departments should make full use of the provincial comprehensive monitoring platform for pollution prevention and control, weave and compile the "tight encirclement" for monitoring environmental pollution, integrate online monitoring facilities of construction, urban management, ecological environment and other departments, further strengthen information sharing, and implement online dynamic management of pollutant discharge. To carry out joint law enforcement actions on a regular basis, the construction administration of each district and city.The competent department shall put forward the "six hundred percent" implementation requirements (see the annex for the "six hundred percent" implementation reference suggestions)three) to provide a basis for the subsequent implementation of joint precision law enforcement.The outstanding and difficult problems found in the inspection are entered into the comprehensive supervision platform, and the whole process is tracked and supervised to ensure timely rectification. Local construction administrative departments should increase the frequency of inspections during the emergency control of heavy polluted weather, and immediately order rectification if they find that illegal construction and dust control measures are not in place; It is necessary to urge construction units to strengthen dust prevention and control education; For construction sites that have not stopped or resumed work without authorization, severe punishment methods such as fines, notification, credit scoring, and restrictions on market access should be adopted to force the construction unit to implement the responsibility of dust prevention and control.

(4) Improve the positive incentive mechanism and implement differentiated management.Exemption policy is an important mechanism to encourage the development of environmental protection. Local construction administrative departments should urge construction enterprises and construction sites to strengthen pollution control, improve the pollution control level against industry benchmarks, and meet the conditions stipulated in the Administrative Measures for Exemption of Production Stop and Production Limit in Autumn and Winter in Jiangsu Province and Supplementary Notice on Strengthening Exemption Management of Production Stop and Production Limit in Autumn and Winter in Jiangsu Province, and encourage enterprises and project departments to actively submit exemption applications to local housing and construction departments. The construction department should take the lead in dynamic management of the exemption list of emergency management and control, include the qualified ones in the exemption list of emergency management and control, ensure that the incentive policies are put in place, and strengthen the clear orientation of "doing well is different from doing badly" in environmental protection. During the emergency exemption period, if any behavior contrary to the exemption conditions is found, the exemption qualification will be cancelled, and no application can be made again within six months. If the circumstances are serious, the relevant acts shall be carried out in accordance with the provisions of the housing construction credit score.

 

Attachment:1. Coverage requirements, methods and scope

2. Emergency control exemption process scope

3."Six hundred percent" implementation reference suggestions
attachmentone

 

Coverage requirements, methods and scope

 

I. Coverage requirements

Construction sites should strengthen management measures such as sealed storage or covering of cement and other fine-grained building materials that are easy to fly.Strengthen the coverage of exposed ground, material storage yard and shutdown site. Dust prevention measures such as dust prevention net covering and vegetation planting can be adopted for all kinds of exposed ground, mound and foundation pit excavation. Dust prevention net covering or vegetation planting should be adopted for vacant areas according to the service period and function. When building materials such as sand and stone and construction waste are piled in the open air, dust prevention net should be used for covering. For temporary construction, the exposed area and time of earthwork should be reduced as much as possible.

Second, the way of coverage

Dust-proof coverage in the construction area can adopt single coverage or composite coverage. Single coverage refers to the coverage method of using only dust-proof net, and the density of dust-proof net should be as dense as possible, and the dust-proof net with flat wire of more than four needles should be used for coverage to achieve the effect of dust prevention and dust fixation. By planting vegetation, before the greening effect is achieved, the dust-proof net should be used to cover it separately to form a composite cover, so as to achieve the effect of dust prevention and dust suppression. The dust-proof covering net in the construction area must be compacted firmly, which can play a good wind-proof and dust-proof effect in a certain period of time.

III. Coverage

In view of the shallow groundwater level in some areas of our province, the soil is sticky, the water retention is good, and the excavation is mostly wet soil, which is not easy to produce dust. In addition, the muck is generally covered with dense mesh, and the material is easy to age, the recovery rate is low, it is non-degradable, and it is easy to produce secondary pollution. Therefore, the covering requirements for the following procedures in the construction site are defined.

1. Requirements for muck covering in pile foundation engineering

Radius and periphery of working face of pile driver10-15mScope of the site, can not cover; The site should be paved with temporary roads, and the roads should be kept clean.

2. Requirements for muck coverage of foundation pit (trench) engineering

In the process of foundation pit (trench) excavation, the bottom of foundation pit may not be covered; If the foundation pit (groove) is sloping, the slope may not be covered; Parts involved in safety observation may not be covered; Hardened channels should be laid on the upper and lower ramps of the foundation pit, and the channels should be kept clean without covering the ramps; The wet muck can be stored in the shield tunnel section and the soil pit of the mining method tunnel without covering.

3. Requirements for muck coverage of municipal road engineering

Filler soil, waste soil and lime soil piled on site shall be covered; Earthwork or lime-soil subgrade shop48After hours, it has not been compacted, or the surface layer is dry and loose with dust after compaction, which should be covered; Water-stable inorganic binder base, after compaction, the surface layer is dry, loose and dusty, which should be covered; Effective dust prevention measures should be taken when dust-prone operations such as lime-soil mixing, pavement unification, cutting and chiseling are carried out.

4. Requirements for muck coverage of earthwork backfilling and greening in the later period.

Radius and periphery of mechanical working surface10-15mScope of the site, can not cover; After stopping the operation or after the completion of the operation, it should be in48Covering in time within hours.

5. Coverage requirements along the ground of high-speed rail or subway

In the construction site near the high-voltage catenary of high-speed rail or subway, the dust-proof net may be moved by typhoon, tornado and other forces, which may affect the safety of the high-voltage catenary. It is not appropriate to cover it with dust prevention net (refer to the relevant regulations of railway and subway protection zones for the safety distance), and it is appropriate to plant vegetation to achieve the effect of greening and solid settlement.


attachment2

 

Emergency control exemption process scope

 

On the premise of achieving excellent evaluation according to the Construction Site Dust Prevention and Control Inspection Scoring Form (see the attachment of Jiangsu Province Construction Site Dust Special Control Work Plan for details), the following procedures are exempted:

A, the main body and foundation construction

Underground waterproof construction, underground continuous wall grooving, scaffolding, formwork support and erection, steel binding, prestressed tensioning, component hoisting, lifting equipment dismantling, internal wall masonry, steel structure construction except painting, etc.

Second, building decoration and energy saving

Curtain wall installation, external wall plastering, external wall waterproofing, external wall thermal insulation, interior decoration and assembly decoration, etc.

Third, the building roof

Roof paving, waterproof and thermal insulation construction, etc.

Four, building water supply, drainage and heating

Water supply, drainage and heating construction of buildings other than ground-breaking operations such as outdoor trench excavation and backfilling.

Five, outdoor gardens and supporting facilities

Outdoor gardens and supporting line erection, installation, construction, etc. except ground-breaking operations such as outdoor trench excavation and backfilling.

VI. Urban Rail Transit Project

Underground excavation construction (shield, mining method), electricalSystem installation, underground track laying andConstruction requiring continuous operation due to the safety of process or surrounding environment and its upstream and downstream supporting operations.

Seven, municipal road and bridge engineering (including elevated section of track engineering)

Steel processing, formwork support, prestressing tendon tensioning and hole grouting, beam and slab hoisting and installation, etc.

Eight, pipeline engineering (including drainage, heating, gas, etc.)

Pipe jacking operation, trenchless pipeline repair construction, etc.

Nine, prefabricated buildings

The prefabricated assembly rate meets the Comprehensive Evaluation Standard for Assembled Buildings in Jiangsu Province (DB32/T 3753-2020) limit requirements of prefabricated building engineering construction (above the ground), etc.

X. Others

Water supply engineering, power supply engineering, electrical installation engineering construction, etc.; Road rescue projects due to road surface collapse or possible collapse accidents, emergency repair construction of drainage, heating and gas pipelines, etc.
attachmentthree

 

"Six hundred percent" implementation reference suggestions

 

First, the enclosure around the construction site is closed

oneConstruction sites in urban areas and built-up areas should choose enclosure types according to engineering characteristics to ensure enclosure tightness. Time limit exceededsixA month and don’t need to change frequently, should adopt a fixed enclosure with a closed bottom; Time limit for a project issixTemporary enclosures such as water yards can be used for those less than a month or those that need to be changed frequently on site.

2. Before the demolition, the demolition part shall be closed and fenced at the expropriation site where the household relocation is completed.

Second, the material stacking cover

oneSet up a special stacking area for easy-to-dust materials, so as to take them as you use them and cover them as you use them.

2Set up temporary garbage storage yard reasonably, and pile up construction garbage in a centralized and classified way.24If it cannot be removed in time within hours, dust prevention measures such as 100% coverage and sprinkling water shall be taken.

threeWet soil may not be covered, and the dried soil shall be cleaned, transported, turned over or covered in time. About wet soil (moisture content>5%) can be confirmed by observing that there is no obvious dust on the surface, squeezing free water or being able to twist and shape.

Three, earthwork excavation wet operation

oneDuring earthwork excavation, sufficient fog gun dust suppression equipment should be equipped, and the road should be cleaned, but water and ice should be prevented from causing potential safety hazards.

2For wet soil that does not produce dust, water spraying or spraying is not required. The specific judgment method is the same as above.

Fourth, pavement hardening

oneTemporary hardened pavement on the construction site shall be cast-in-place concrete or prefabricated panels that can be recycled.

2In the foundation construction stage, it is suggested to use temporary steel plates with satisfactory rigidity to harden the pavement, but it should be ensured that the temporary roads do not slip, dislocate or be damaged in use, and should be replaced in time after being damaged.

Five, in and out of the vehicle cleaning

one. All the body and wheels of engineering vehicles leaving the construction site should be cleaned, and equipped with automatic washing facilities. Only after washing can they enter the social road.

2Use information technology to strengthen supervision. For the construction site where the site conditions permit, it should be required to be equipped with vehicle unwashed capture equipment or video surveillance, and the relevant data should be pushed to the regulatory authorities with law enforcement power.

Six, muck vehicles closed transportation

Accelerate the upgrading of muck transport vehicles, and gradually force the use of closed muck transport vehicles (recommendedPvcFlat-push sealing mode) to solve the problems of vehicle overload, spilling and dripping.


In 2017, the passenger flow in Spring Festival travel rush will reach 2.978 billion, an increase of 2.2% over the previous year.

  At the 2017 national Spring Festival travel rush video conference held on December 28th, Lian Weiliang, deputy director of the National Development and Reform Commission, introduced that the passenger flow in Spring Festival travel rush will reach 2.978 billion in 2017, an increase of 63 million or 2.2% over the previous year, and the passenger flow in Spring Festival travel rush will reach a new high. Among them, there were 2.52 billion road trips, an increase of 1%; 356 million railway passengers, a year-on-year increase of 9.7%; 58.3 million passenger trips in civil aviation, an increase of 10%; 43.5 million passengers were transported by water, an increase of 2%.

  The pressure is greater than in previous years, and the transportation capacity has also reached a new high.

  Although the increase of passenger flow is a low year since 2012, Lian Weiliang believes that the pressure on Spring Festival travel rush in 2017 is greater than that in previous years, mainly in four aspects.

  First, the peak is early and the peak is high. In 2017, Spring Festival travel rush is the earliest Spring Festival travel rush in the past five years, with student flow and work flow superimposed on each other, and the peak of passenger flow comes earlier, lasts longer and has a high peak.

  The second is the pressure of passenger and cargo transportation. Since the beginning of winter, the demand for transportation of electric coal, grain and other goods is obviously stronger than in previous years. It is very difficult to protect both customers and key materials during Spring Festival travel rush.

  Third, there are many abnormal weather factors. According to the forecast of the meteorological department, the meteorological conditions in Spring Festival travel rush are more complicated than in previous years, which will have some impact on the order of Spring Festival travel rush.

  Fourth, the pressure of safe operation has increased. Large passenger flow, traffic flow and bad weather further increase the traffic safety risk. In view of the demand of Spring Festival travel rush with early peak hours and large passenger flow, both land and water are ready, and sufficient transport capacity is prepared.

  Additional chartered cars and boats were set up on highways and waterways. According to Liu Xiaoming, Vice Minister of the Ministry of Transport, Spring Festival travel rush will adjust the departure density of buses, buses and urban rail transit in time according to the change of passenger flow, and increase the number of urban and rural buses. Postal express delivery enterprises should ensure "no stop, no rejection and no backlog" before the Spring Festival to provide protection for holiday supply.

  Railway transport capacity hit a record high. Li Wenxin, deputy general manager of China Railway Corporation, said that the railway will take measures such as reconnecting the popular line EMUs, reducing the maintenance rate of EMUs, replacing hard seats with hard sleepers, and adding high-speed trains at night during peak transportation hours to maximize the supply of passenger capacity.

  Urban traffic connects train information to prevent passengers from staying at the railway station.

  Whether the transfer is smooth or not is the key to determine the efficiency of passengers’ travel. In rush hour and bad weather, different modes of transportation complement each other, making it easier for passengers to go home, which is expected to become the highlight of Spring Festival travel rush in the Year of the Rooster.

  Pay more attention to the coordination between modes of transportation. "Heavy snow and foggy weather, roads and civil aviation can’t go, and railways are a supplement; During peak hours, the railway capacity is not enough, the roads should be topped up, and various modes of transportation can meet the travel needs. " Lian Weiliang said.

  Pay more attention to the connection between trunk traffic and urban traffic. In the past, after the number of trains was added, it was inevitable that the urban traffic connection was not smooth, which led to the dilemma of passengers stranded in the railway station. This year, the "last mile" to go home was opened.

  According to Liu Xiaoming, at the beginning of December, the Ministry of Transport and the Railway Corporation jointly issued a notice, docking the information of 2010 stops of 364 pairs of trains with additional or changed running lines, the information of planned train stops of 108 stations and the demand for connecting 465 night trains one by one. "The transportation department and the railway system will improve ‘ The first and last mile ’ Travel efficiency. "

  Spring Festival travel rush’s service is also expected to continue to improve. The main railway stations will set up medical service points to improve the quality of railway services; On the highway side, the bus terminal above the second level connected with the railway will open the waiting room 24 hours a day and provide free boiled water; Civil aviation will focus on solving the shortcomings of ticketing, baggage, flight delay and information notification during passenger travel, and do a good job in delay handling and passenger service in bad weather such as snow, ice and fog to avoid mass incidents due to flight delays.

  Combating scalping and coordinating the two battlefields online and offline.

  Recently, a major traffic accident occurred in Ezhou, Hubei Province on December 2, and a number of serious accident symptoms and unsafe incidents … … The safety accidents in the transportation industry have sounded the alarm for the safety of Spring Festival travel rush, and the transportation safety situation is not optimistic.

  "Ensuring the security of Spring Festival travel rush is the primary goal of doing a good job in Spring Festival travel rush." Fu Jianhua, deputy director of the State Administration of Work Safety, said that all kinds of serious illegal acts during Spring Festival travel rush would be severely investigated. For serious violations of laws and regulations that occurred during the period of Spring Festival travel rush, such as speeding and overcrowding of passenger vehicles, illegal manned trucks and overcrowding of passenger ships, it is necessary to strictly implement the seizure and revocation of licenses, as well as the "four unifications" law enforcement measures such as suspension of production for rectification, upper-limit punishment, closure and ban, and strict accountability.

  Liu Xiaoming also said that in Spring Festival travel rush in the Year of the Rooster, it is strictly forbidden for bus drivers with a driver’s license of 12 points to participate in Spring Festival travel rush. Passenger transport enterprises that have suffered many traffic accidents this year should be given a "yellow card" and put forward feasible rectification measures within a time limit before they can participate in Spring Festival travel rush.

  At present, public security organs at all levels are focusing on cracking down on theft, robbery and fraud. Li Wei, Vice Minister of the Ministry of Public Security, said that during his stay in Spring Festival travel rush, five "strike hard" actions will also be carried out around illegal and criminal actions that affect people’s travel safety.

  First, crack down on the evil forces at the passenger station. For those who forcibly solicit customers, extort passengers, dominate the streets and occupy roads, and disrupt the traffic in stations and cities, we should organize our forces to concentrate on cracking down and arrest a number of criminals who are entrenched in passenger stations.

  The second is to severely crack down on road bandits and road bullies, and to organize plainclothes squads to fight with cars in key areas and key routes.

  The third is to severely crack down on illegal acts that undermine civil aviation flights. Illegal acts that seriously endanger aviation safety, such as smoking on the plane, turning on the mobile phone and opening the emergency hatch, should be dealt with strictly, quickly and severely according to law.

  The fourth is to severely crack down on illegal and criminal activities that seriously endanger the safety of railway operation. Threatening to commit arson, explosion, throwing dangerous substances to disturb the order of railway operation, and engaging in illegal and criminal acts that affect the safe operation of trains on high-speed rail should be discovered in time and severely cracked down.

  Fifth, in view of the new characteristics of scalping activities, coordinate the two battlefields online and offline, and severely crack down on illegal and criminal activities of scalping.

  Our reporter Lu Yanan

Guidelines for factor-based trial of equity transfer dispute cases (for Trial Implementation)

editorial comment/note

In order to improve the thinking ability of commercial trials in Shanghai No.2 Intermediate People’s Court and the courts in its jurisdiction, improve the quality and effectiveness of commercial trials, and improve the unified mechanism of applying laws, the Commercial Court of Shanghai No.2 Intermediate People’s Court conducted a typological investigation and exploration on the application of factor-based trial methods in some commercial cases. In this issue, "Guidelines for Factor-based Trial of Equity Transfer Disputes (Trial)" was published, which was jointly written by the Commercial Court of Shanghai No.2 Intermediate People’s Court and the Commercial Court of Huangpu Court, and was discussed and passed at the meeting of professional judges of the Commercial Court of Shanghai No.2 Intermediate People’s Court, providing reference for commercial trials of courts in the jurisdiction.

Common trial elements and their review points

Equity transfer, a changes in equity based on legal acts, is a private law act in which the transferring shareholder and the transferee conclude an equity transfer contract and transfer the equity. Articles 71 to 75 of Chapter III of People’s Republic of China (PRC) Company Law (hereinafter referred to as the Company Law) make special provisions on this. Equity transfer contracts have the characteristics of general civil contracts. The general provisions on the validity of civil legal acts (invalid, undetermined and revocable) and their consequences in the General Part of People’s Republic of China (PRC) Civil Code (hereinafter referred to as the Civil Code) and the provisions on the validity of contracts in the Contract Part of the Civil Code are applicable to equity transfer contracts. The provisions on the conclusion, performance, liability for breach of contract, and dissolution of the contract in the Civil Code are also applicable to the equity transfer contract. The equity transfer contract is an unnamed contract, the subject matter of which is equity, and it is a special sales contract. According to the provisions of Articles 467 and 646 of the Civil Code, in the absence of other laws, disputes over equity transfer can be resolved by referring to the relevant provisions of applicable sales contracts. These Guidelines closely follow the right attribute of equity, and focus on the typical problems that distinguish equity transfer contracts from sales contracts, including: the relationship between state supervision and contracts, the relationship between restrictions on equity transfer by laws or articles of association, the relationship between company capital system and contracts, etc., and collect information on case elements, sort out specific review points, and use them as reference for similar cases. It should be noted that these guidelines mainly focus on the review points in the trial of disputes over equity transfer contracts.If it involves the transfer of equity as a disciplinary action, special instructions will be made. In addition, this guideline does not involve disputes over equity transfer contracts of financial institutions and share transfer contracts of listed companies.

one

Ordinary equity transfer contract

Obtaining complete equity based on equity transfer is a gradual process, which first occurs between the transferor and the transferee, then between the transferee and the company, and finally between the third party (including the transferor’s creditors, transferee’s creditors, company creditors, etc.) and the company. When the equity appears purely as a target, the contractual rights and obligations mainly involve both parties to the equity transfer. Such disputes may be more about whether the contract law is fully fulfilled or whether there are problems such as dissolution after the contract purpose cannot be achieved. The determination of the rights and obligations of both parties should follow the true meaning of the parties. Usually, after the equity transfer contract comes into effect, the main payment obligations of both parties to the equity transfer contract are that the transferor transfers the equity and the transferee pays the equity transfer money.

1. Obligations of the assignor

As for the assignor’s obligations, the reasons for the dispute between the two parties or the assignee’s defense are mainly as follows: first, the restrictions on equity transfer in the articles of association have not been observed, the consent of other shareholders has not been obtained or clearly obtained, or the preemptive right of other shareholders has not been respected. Second, the company has not completed the internal procedures, including the changes recorded in the register of shareholders, the failure to issue a capital contribution certificate, and the failure to amend the articles of association. Third, the change registration of shareholders in the company registration authority has not been completed. The main points of the review of the first point have been sorted out in part (b). Regarding the second and third points mentioned above, although there is great controversy about the changes in equity model in theory and practice, for both parties to the equity transfer contract, how to determine the transferor’s obligations and whether to complete the main payment obligations should respect the agreement of both parties and seek the true meaning. The main points of review are as follows:

① If it is stipulated in the contract that the transferor shall cooperate with the target company to complete the renewal of the investment certificate, change the records in the register of shareholders, modify the articles of association and change the company registration, the transferor shall fulfill the corresponding obligations according to the contract. If the assignor fails to perform the above obligations, the assignee may request to order the assignor to perform the corresponding obligations. If the assignor refuses to perform, the assignee may exercise the right of rescission according to law.

(2) If there is no explicit agreement in the contract, it shall be determined whether the contents agreed by both parties include that the transferor shall ensure that the transferee’s shareholder status is confirmed by the company, and whether it includes the obligation to ensure that the company completes the registration of the transferee as a shareholder. After confirming the assignor’s obligations, it is further judged whether the assignor has breached the contract or not, and whether it constitutes a fundamental breach of contract, which leads to the failure to achieve the contract purpose.

③ Unless otherwise agreed in the contract, the signing of the contract presumes that the transferor agrees to transfer the equity to the transferee, and the transferor shall inform the company of the equity transfer. If the transferor fails to inform the company of the transfer in time, the transferee may request the transferor to perform the corresponding obligations.

④ According to Article 73 of the Company Law, it is the legal obligation of the company to record the transferee in the register of shareholders, issue a capital contribution certificate, modify the shareholders’ clauses in the Articles of Association, and register the change of shareholders at the company registration authority, which is not an obligation under the equity transfer contract. If the transferor has notified the company of the equity transfer, but the company fails to complete the above changes in time, the transferee has the right to require the company to fulfill its legal obligations and claim compensation for losses.

⑤ Even if the company has not registered the change of company, if the transferee has participated in the shareholders’ meeting as a shareholder and received dividends, and there are no other special provisions in the equity transfer contract, and the transferor has not refused to cooperate, if the transferee refuses to pay the equity transfer fee just because the company has not registered the change, its claim will be difficult to support. You can explain to the transferee that you can sue the company separately.

2. Obligations of the assignee

2.1 Review points of equity transfer payment

In the equity transfer contract, the transferee’s main payment obligation is to pay the equity transfer money, and the key points of review are as follows:

① Determination of equity transfer payment. Disputes over the amount of equity transfer money mostly occur when the equity transfer contract kept by the parties and the equity transfer contract filed by the registration authority have different stipulations on equity transfer money. This kind of "yin-yang contract" is mostly caused by the parties’ tax avoidance and tax evasion. In this case, we should explore the true meaning of both parties in combination with the negotiation process, contract agreement and contract performance, and determine which contract or the price in which contract reflects the true meaning of both parties. It is forbidden for judges to determine the price by themselves according to the company’s assets and financial information, and according to the "fairness principle".

(2) On the exercise of the right of defense for simultaneous performance. If the transferee refuses to pay the equity transfer payment on the grounds that the transferor has not delivered the company license and account books, it should pay attention to examining whether the equity transfer contract has a corresponding agreement on the transferor’s obligation to deliver the company license and account books, and whether this obligation corresponds to the obligation to pay the equity transfer payment.

2.2 One party requests to confirm that the equity transfer contract is invalid or cancel the equity transfer contract because of dissatisfaction with equity transfer price.

Equity is a special "commodity". There is no unified market for the equity of a limited liability company, and its value is difficult to determine. Besides the company’s assets, the company’s cash flow is also an important factor for both parties to determine the price. For both parties to the transaction, the determination of equity transfer price is the "subjective" judgment of the commercial subject. In addition, the company’s industry and industry development will also have an impact on the equity value. In addition, changes in equity involves many links, and the parties may go back on their word during this period, which is also an important reason for the frequent disputes over equity transfer. After the signing of the equity transfer contract, if one party requests to confirm that the equity transfer contract is invalid or request to cancel the contract because of disagreement with the equity price, the main points of the review are as follows:

(1) the price factor itself is not the reason for determining that the contract is invalid. Whether the contract is invalid or not should be determined according to the relevant provisions of the Civil Code on the invalidity of legal acts.

(2) After the signing of the equity transfer contract, if one party requests to cancel the equity transfer contract on the grounds of major misunderstanding, obviously unfair, fraud, etc. because of disagreement with the equity price, it shall be reviewed according to the relevant provisions of the Civil Code on the cancellation of legal acts and combined with specific cases.

(3) If there is no such situation, the parties to the contract should not support their objections to the effectiveness of the contract just because they have objections to the equity price or the equity price changes greatly, which is the risk that the parties should bear. Even if there is a change of circumstances, it will be handled by the court at the request of the parties according to the legal provisions and specific circumstances under the premise that the equity transfer contract is valid.

3. Review of other contract disputes.

3.1 Equity transfer contract for shareholders who have not completed the capital contribution period, shareholders who have not fulfilled or fully fulfilled their capital contribution obligations, and shareholders who have withdrawn their capital contribution.

(1) The shareholders who have not completed the capital contribution period transfer their shares to the outside world, and the main points of review are as follows:

(1) Shareholders who have not completed the capital contribution period can still transfer their equity according to law, and the corresponding equity transfer contract shall be deemed valid if there are no other reasons that affect the effectiveness of the contract.

(2) The rights and obligations of the transferor and the transferee shall be determined according to the stipulations of the equity transfer contract, but the obligations of both parties to the company and its creditors shall be determined according to relevant laws. It is worth noting that at present, the Company Law and judicial interpretation do not directly stipulate the obligations of the transferor in this case, but the first paragraph of Article 88 of the Second Revised Draft of the Company Law stipulates this situation: "If a shareholder transfers the equity that has subscribed for capital contribution but has not yet paid the capital contribution period, the transferee shall bear the obligation to pay the capital contribution; If the transferee fails to pay the capital contribution in full and on time, the transferor shall bear supplementary responsibilities for the capital contribution that the transferee fails to pay on time. " In the trial practice, we should continue to pay attention to the revision of the Company Law. Before the revision of the Company Law is completed, we can handle such disputes with reference to this spirit.

(2) Shareholders who have not fulfilled or not fully fulfilled their capital contribution obligations transfer their shares to the outside world. The main points of review are as follows:

① Shareholders who fail to fulfill or fully fulfill their capital contribution obligations transfer their equity to the outside world, and the validity of the corresponding equity transfer contract is determined as above.

(2) The rights and obligations of the transferor and the transferee shall be determined according to the agreement on equity transfer. According to Article 18 of the Supreme People’s Court’s Provisions on Several Issues Concerning the Application of the Company Law of People’s Republic of China (PRC) (hereinafter referred to as Interpretation III of the Company Law), if a shareholder fails to perform or fails to fully perform his capital contribution obligations, the transferee knows or should know that the company has the right to request the shareholder to perform his capital contribution obligations and the transferee is jointly and severally liable for it, and the company’s creditors have the right to request the shareholder with capital contribution obligations to bear supplementary liability for the unpaid part of the company’s debts within the scope of principal and interest, and the transferee shall bear joint liability. Paragraph 2 of Article 88 of the Second Revised Draft of the Company Law also stipulates that "if a shareholder fails to pay the capital contribution in full on schedule or the actual price of non-monetary property as capital contribution is significantly lower than the subscribed capital contribution, if the transferee knows or should know the above situation, he shall be jointly and severally liable with the shareholder within the scope of insufficient capital contribution."

(3) Withdrawing the capital contribution shareholders to transfer their shares to the outside world, and the main points of review are as follows:

(1) If the shareholder who withdraws the capital contribution transfers the equity to the outside world, the validity of the corresponding equity transfer contract shall be determined as above.

(2) The rights and obligations of the transferor and the transferee shall be determined according to the agreement on equity transfer, but the obligations of both parties to the company and its creditors shall be determined according to relevant laws. At present, the Company Law and judicial interpretation do not directly stipulate the assignee’s obligations in this case. If the withdrawal of capital contribution is understood as an infringement of the company’s property rights, it seems that there is no legal basis for requiring the assignee to bear joint liability for the relevant responsibilities of the assignor without assisting the assignor to withdraw capital contribution. However, if the transferor withdraws the capital contribution immediately after the capital contribution, the situation is not much different from that of the non-capital contribution. If the transferee knows or should know of the above situation, it can refer to the provisions of Article 18 of Interpretation III of the Company Law.

3.2 The effectiveness of the equity transfer contract during the existence of the husband-wife relationship

This kind of cases mostly occur at the stage of divorce proceedings between husband and wife or before they are ready to file divorce proceedings. Plaintiffs usually regard the equity as the common property of husband and wife, and take their spouses and equity transferees as defendants on the grounds that their spouses and equity transferees are not approved by the plaintiff, that is, both parties to the equity transfer contract are told to the court and request to confirm that the equity transfer contract is invalid. Key points for review of such cases:

(1) the equity acquired during the marriage relationship or the equity invested by the husband and wife’s joint property is not necessarily the joint equity of the husband and wife. The ownership of equity and the determination of shareholders’ qualifications should be determined according to the articles of association, the register of shareholders and the company registration.

② Shareholders have the right to dispose of foreign transfer of equity without the consent of their spouses.

③ The corresponding equity transfer contract shall be deemed valid if there are no other reasons that affect the effectiveness of the contract.

3.3 Equity transfer contract for nominal shareholders to transfer equity under the condition of holding equity on behalf of others.

Article 25 of Interpretation III of the Company Law stipulates, "If a nominal shareholder transfers, pledges or disposes of the equity registered in his name, and the actual investor requests that the disposition of the equity is invalid on the grounds that he has actual rights over the equity, the people’s court may refer to the provisions of Article 311 of the Civil Code. If the nominal shareholder disposes of the equity and causes the actual investor to lose money, and the actual investor requests the nominal shareholder to bear the liability for compensation, the people’s court shall support it. " In practice, stock holding can be divided into two situations: complete anonymity and incomplete anonymity. The main points of review are as follows:

(1) completely anonymous. In this case, for the company, other shareholders and the transferee, the investor is a shareholder and cannot be called a "nominal shareholder". The investor has the right to dispose of the equity transfer, and the equity transfer contract is valid. changes in equity is no different from ordinary equity transfer, so there is no room for the application of Article 25 of Interpretation III of the Company Law.

② Incomplete anonymity. In this case, within the company, all other shareholders admit that the actual investor is a shareholder, and the nominal shareholder is not a shareholder in essence. Therefore, the nominal shareholder’s unauthorized transfer of equity constitutes no right to dispose of it. In this case, as a burden, the equity transfer contract shall be deemed valid unless there are other circumstances that affect the effectiveness of the contract. For the effectiveness of punishment, we can refer to the provisions of Article 311th of the Civil Code on bona fide acquisition.

two

Restrictions on equity transfer by laws or articles of association and equity transfer contract

The object of the equity transfer contract is equity, and equity, as a right facing the company organization, should be adjusted by the relevant legal norms of the company organization in the Company Law. The restrictions on equity transfer in the Company Law and other laws or articles of association will inevitably have an impact on the equity transfer contract.

1. The preemptive right of other shareholders and the equity transfer contract

1.1 Shareholders’ preemptive right

1.1.1 "Company Law" on the provisions of shareholders’ preemptive right

The Company Law restricts the equity transfer of a limited liability company. If the transferring shareholder transfers the equity to the outside world, other shareholders shall enjoy the preemptive right under the same conditions.

In view of the fact that the exercise of the preemptive right of other shareholders and the remedies after the preemptive right is infringed will have an impact on the equity transfer contract, it is necessary to sort out the main points of the review of the exercise of the preemptive right of shareholders first:

(1) The subject and conditions for exercising the preemptive right. According to the second paragraph of Article 71 of the Company Law, specifically:

① Other shareholders in a limited liability company except the transferring shareholder.

(2) transfer shareholders to transfer equity to people other than shareholders.

③ Where there are other provisions in the articles of association on equity transfer, such provisions shall prevail.

(2) The consent right of other shareholders (first notice). According to the provisions of Paragraph 2 of Article 71 of the Company Law and Paragraph 1 of Article 17 and Article 22 of Interpretation 4 of the Company Law, shareholders of a limited liability company shall notify other shareholders when transferring their equity to persons other than shareholders, specifically:

(1) notification method. The transferring shareholder may be notified in writing or in other reasonable ways to ensure knowledge. According to the provisions of Article 137 of the Civil Code, the notice shall come into effect when other shareholders know its contents. If it is made in a non-dialogue way, it will take effect when it reaches other shareholders; If the non-dialogue notice is in the form of data message, if other shareholders designate a specific system to receive the data message, the data message will take effect when it enters the specific system; if no specific system is designated, other shareholders know or should know that the data message will take effect when it enters its system. The notification obligor shall be the transferring shareholder.

② Where the equity is transferred to a person other than the shareholders through auction, the method of "written notice" and "notice" shall be determined according to the legal provisions in Item ① above and the laws and regulations related to auction. When transferring state-owned shares in a legally established property rights exchange, the way of "written notice" and "notice" can refer to the trading rules of the property rights exchange.

③ Proportion of agreed transfer. It must be agreed by more than half of other shareholders, which is determined by "number of shareholders" here, not by voting rights, and the company is not allowed to relax the conditions of consent in its articles of association.

(4) the period of consent and the change of disagreement and consent. Other shareholders shall reply within 30 days from the date of receiving the written notice. If they fail to reply, they shall be deemed to have agreed to the transfer. Shareholders who do not agree to the transfer shall purchase the transferred equity; Do not buy, as agreed to transfer.

(3) The preemptive right of other shareholders (second notice). According to the provisions of Paragraph 3 of Article 71 of the Company Law and Paragraph 2 and Paragraph 3 of Article 17 of Interpretation 4 of the Company Law, Article 18, Article 19 and Article 22, other shareholders may exercise the preemptive right under the same conditions:

(1) the way of notification. Shareholders may notify in writing or in other reasonable ways to ensure knowledge.

② The same conditions. When judging whether it meets the "equal conditions", we should consider the quantity, price, payment method and time limit of the transferred equity. The same conditions are not limited to specific fixed factors, as long as all kinds of factors that are reasonably valued by the transferor and can have a substantial impact on the transaction are listed here, such as the obligation of subordinate payment that cannot be replaced or can not be valued by money, the commitment to employee placement, the commitment to debt commitment, equity swap, etc.

(3) Where the equity is transferred to a person other than a shareholder by auction, the "written notice", "notice" and the determination of "equivalent conditions" shall be determined according to relevant laws and judicial interpretations. When transferring state-owned shares in a legally established property rights exchange, the methods of "written notice" and "notice" and the determination of "equivalent conditions" can refer to the trading rules of the property rights exchange.

(4) other shareholders exercise their rights within a reasonable period of time. Shareholders who claim the priority to purchase the transferred equity shall, after receiving the notice, make a purchase request within the exercise period stipulated in the articles of association. If the exercise period is not specified in the Articles of Association or is unclear, the period specified in the notice shall prevail; if the period specified in the notice is shorter than 30 days or the exercise period is unclear, the exercise period shall be 30 days.

(4) Two-in-one notification procedure. In practice, after the transferring shareholder and the potential transferee negotiate the terms of the contract or the basic transaction conditions, the two notices are merged into one notice, which should also be deemed to be in compliance with the relevant provisions of the law. If other shareholders are willing to accept the contract on the same terms, both parties can directly conclude the contract. We should also pay attention to the relevant provisions of the revised company law. At present, Article 84 of the Revised Draft of the Company Law only stipulates one notice, that is, "if a shareholder transfers his equity to a person other than a shareholder, he shall notify other shareholders in writing, and other shareholders shall have the preemptive right under the same conditions".

(5) Transfer the shareholders’ right of estoppel. According to Article 20 of Interpretation 4 of the Company Law, the transferring shareholder has the right to go back on his word:

(1) Unless otherwise stipulated in the Articles of Association, if the transferring shareholder does not agree to transfer the equity after other shareholders claim the preemptive right, the claim of preemptive right of other shareholders shall not be supported.

(2) the right of estoppel shall not be abused.

③ If the transferring shareholder goes back on his word, other shareholders may claim that the transferring shareholder should compensate his reasonable losses.

(6) Remedies for infringement of preemptive right. According to Article 21 of Interpretation 4 of the Company Law, the remedies for infringement of preemptive right include claiming priority and damages, as follows:

(1) advocate the realization of preemptive right. Where the transferring shareholder fails to seek the opinions of other shareholders on the transfer of its equity, or damages the preemptive right of other shareholders by means of fraud or malicious collusion, other shareholders may claim to purchase the transferred equity under the same conditions, but they shall do so within 30 days from the date when they know or should know the same conditions for exercising the preemptive right, except that more than one year has passed since the date of registration of equity change. These "30 days" and "one year" are the same period, and the provisions of suspension, interruption and extension are not applicable.

(2) claim damages. If the infringed shareholder is unable to exercise the preemptive right for reasons other than his own, he may claim damages.

(3) Other shareholders only request to confirm the equity transfer contract and the validity of changes in equity, and do not advocate to purchase the transferred equity under the same conditions at the same time, so their application shall not be supported, except that other shareholders cannot exercise the preemptive right due to their own reasons, and claim damages.

1.1.2 Special Provisions on Shareholders’ Right of Consent and Preemptive Right of Foreign-invested Enterprises

Articles 11 and 12 of the Provisions of the Supreme People’s Court on Several Issues Concerning the Trial of Disputes in Foreign-invested Enterprises (I) stipulate the validity of the equity transfer contract when the shareholders’ consent rights and preemptive rights of foreign-invested enterprises are infringed, which is different from the relevant provisions of the Company Law of People’s Republic of China (PRC) (hereinafter referred to as the Company Law) and the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of People’s Republic of China (PRC) (IV) (hereinafter referred to as the Company Law Interpretation IV), and should be paid attention to.

① If a shareholder of a foreign-invested enterprise transfers all or part of its equity to a third party other than the shareholder, it shall be unanimously agreed by other shareholders, who have the right to request cancellation of the equity transfer contract on the grounds that they have not obtained their consent. Exceptions: firstly, there is evidence that other shareholders have agreed; secondly, the transferor has given a written notice on the transfer of equity, and other shareholders have not given a reply within 30 days from the date of receiving the written notice; thirdly, other shareholders do not agree to the transfer and do not buy the transferred equity.

② If a shareholder of a foreign-invested enterprise transfers all or part of its equity to a third party other than the shareholder, other shareholders have the right to request cancellation of the equity transfer contract on the grounds that the equity transfer infringes on their preemptive right. Unless other shareholders know or should know that they have not claimed the preemptive right within one year from the date of signing the equity transfer contract.

(3) If the transferor or transferee requests that the equity transfer contract is invalid on the grounds of infringing the preemptive right of other shareholders, it shall not be supported.

1.2 Infringe on the preemptive right of other shareholders and the performance of the equity transfer contract

The exercise of the shareholders’ preemptive right and the remedies after the infringement of the preemptive right are often related to the performance of the equity transfer contract between the transferring shareholders and the transferee. If the shareholders’ preemptive right is infringed, they can claim to exercise the preemptive right, but the equity transfer contract between the transferring shareholders and the transferee cannot be continued. If the shareholders’ preemptive right is infringed, they can only claim damages, and the equity transfer contract between the transferring shareholders and the transferee may not be affected. According to the contents of Article 9 of the Minutes of the Ninth People’s Congress, the specific review points are as follows:

① The equity transfer contract between the transferring shareholder and the transferee shall be deemed valid if there are no other reasons that affect the effectiveness of the contract.

② The exercise of preemptive right by other shareholders only leads to the transferee’s inability to request the transferring shareholder to continue to perform the equity transfer contract, that is, it only affects the punishment behavior. Although the transferee other than the shareholder’s request to continue to perform the equity transfer contract cannot be supported, it does not affect its request to the transferring shareholder to bear the corresponding liability for breach of contract, and it can also request to terminate the contract on the grounds that the contract purpose cannot be achieved.

(3) Even if the transferring shareholder has completed the company change registration without notifying other shareholders after signing the equity transfer contract with the transferee, it should be recognized that the equity transfer contract between the transferring shareholder and the transferee implies the following obligations, that is, when other shareholders exercise the preemptive right according to law, the transferee should cooperate to re-transfer the equity to the transferring shareholder, including cooperating to handle the corresponding change registration.

2. Equity transfer contract under the condition that the company’s articles of association restrict equity transfer.

Based on the closeness and humanity of a limited liability company, Article 71 of the Company Law stipulates that "if there are other provisions on equity transfer in the articles of association, those provisions shall prevail". If the restrictions on equity transfer in the articles of association are not invalid, the effectiveness and performance of the equity transfer contract that violates the restrictions on equity transfer in the articles of association may cause disputes among the parties. The main points of review are as follows:

① The Articles of Association is an agreement on internal autonomy of the company, not a mandatory provision of laws and regulations. Violation of the Articles of Association does not necessarily lead to the invalidity of the equity transfer contract. If there are no other reasons that affect the effectiveness of the contract, it shall be deemed valid.

(2) If the equity transfer violates the company’s articles of association, so that the transferee cannot obtain the equity, the transferee may claim the liability for breach of contract from the transferring shareholder, or terminate the contract on the grounds that the purpose of the contract cannot be achieved.

③ If the transferee is aware of the relevant restrictions in the Articles of Association when signing the contract, the corresponding losses shall be borne by him.

3. Share transfer contracts that violate legal restrictions.

The shares held by the shareholders of a joint-stock company can be transferred according to law. However, for the shareholders with special status and Dong Jiangao, Article 141 of the Company Law still has certain restrictions on their share transfer. The effectiveness and performance of the equity transfer contract that violates the legal restrictions may cause disputes among the parties. The key points of the case review are as follows:

3.1 In view of the restrictions on the transfer of shares by promoters in the Company Law,

① The shares of the Company held by the promoters shall not be transferred within one year from the date of establishment of the Company. In addition, the shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.

(2) If the promoters transfer shares within the restricted period stipulated by law, if the equity transfer contract is a contract with a term or conditions, it shall be deemed valid if there are no other reasons that affect the effectiveness of the contract. Both parties have the right to request the other party to perform the contract according to the contract from the date when the term expires or the conditions are fulfilled.

(3) When the promoters transfer their shares within the restricted sale period stipulated by law, they may determine that the disciplinary action is invalid if the contract is deemed to be valid. The transferee should be aware of the relevant legal restrictions before signing the contract, and the corresponding losses should be borne by himself. The signing of the share transfer agreement between the sponsor and the transferee does not exempt them from their legal responsibilities, including the obligations of the sponsor as a shareholder of the company.

3.2 In view of the restrictions imposed by the Company Law on directors, supervisors and senior managers,

① During his term of office, the company’s Dong Jiangao shall not transfer more than 25% of the total shares of the company he holds, and the shares of the company he holds shall not be transferred within one year from the date of listing and trading of the company’s shares. Within six months after leaving his post, he shall not transfer his shares in the Company.

② The review points of the effectiveness of share transfer contract and liability for breach of contract are the same as 3.1.

three

State supervision and equity transfer contract

In the trial of equity transfer disputes, we should first pay attention to the effectiveness of the contract, and state supervision has an important impact on the effectiveness and performance of the contract.

1. State supervision and effectiveness of equity transfer contract

1.1 Equity transfer of state-owned enterprises

The transfer of state-owned shares shall follow the principles of equal compensation, openness, fairness and justice, so as to prevent the loss of state-owned assets and damage the legitimate rights and interests of all parties to the transaction. Articles 51 to 57 of the State-owned Assets Transfer Part of Section V of the State-owned Assets Law of People’s Republic of China (PRC) Municipality make relevant provisions on the approval, evaluation and trading place of the equity transfer of state-owned holding and shareholding companies.

(1) The influence of the approval procedure on the equity transfer contract of state-owned enterprises. Attention should be paid to whether the equity transfer of state-owned enterprises should be approved, and the main points of the review are as follows:

(1) if the relevant approval procedures affect the effectiveness of the contract without approval, according to the provisions of Article 502 of the Civil Code, the contract shall be deemed to be ineffective without approval. If the parties request to confirm that the contract is invalid on this ground, it will not be supported.

② If the aforesaid equity transfer contract is deemed to be ineffective because it has not been approved, it will not affect the effectiveness of the clauses in the contract in which the parties perform the obligation of approval and the relevant clauses set due to the obligation of approval.

(3) If the relevant approval procedures do not affect the effectiveness of the contract and are not approved, it will only affect the effectiveness of disciplinary actions or have adverse consequences in administrative supervision according to relevant laws and regulations. If there are no other reasons that affect the effectiveness of the contract, the equity transfer contract shall be deemed to be valid.

Specifically, according to the provisions of Article 25 of the Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises, if the transfer of state-owned property rights of enterprises causes the state to lose its holding position, it shall be reported to the people’s government at the same level for approval. According to the provisions of Article 26, the invested enterprise shall report to the state-owned assets supervision and administration institution at the same level for countersigning with the financial department for approval when deciding on the transfer of major state-owned property rights of its important subsidiaries. If it involves the examination and approval of the government’s social and public management, it shall be reported to the relevant government departments for examination and approval in advance. According to the provisions of Article 32, if the above approval procedures are not fulfilled, the state-owned assets supervision and administration institution or the relevant approval institution for the transfer of state-owned property rights of enterprises shall require the transferor to terminate the transfer of property rights, and if necessary, bring a lawsuit to the people’s court according to law to confirm that the transfer is invalid. Accordingly, if the above situation is not approved, the relevant equity transfer contract will not take effect. Therefore, for the equity transfer of state-owned enterprises, attention should be paid to examining whether there are the above situations or other situations stipulated by law that require the approval of the party to take effect.

(2) Other circumstances that affect the effectiveness of the contract. According to the provisions of Article 32 of the Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises, in the process of the transfer of state-owned shares, the state-owned assets supervision and administration institution or the relevant approval institution for the transfer of state-owned property rights of enterprises shall require the transferor to terminate the transfer of property rights, and if necessary, bring a lawsuit to the people’s court according to law to confirm that the transfer is invalid. In case that the violation of the relevant provisions of the State-owned Assets Law of People’s Republic of China (PRC) on evaluation and trading places causes damage to the national interests, it belongs to the case that the provisions of Article 153 of the Civil Code violate the mandatory provisions of the law, and the relevant contracts shall be deemed invalid. The main points of the review are as follows:

(1) for the transfer of state-owned shares, attention should be paid to whether the review and evaluation procedures conform to the provisions of the Law of People’s Republic of China (PRC) on State-owned Assets of Enterprises.

(2) For the transfer of state-owned shares, attention should be paid to examining whether the trading place complies with the provisions of the Law of People’s Republic of China (PRC) on State-owned Assets of Enterprises.

1.2 Equity transfer of foreign investment

(1) The influence of the approval procedure on the equity transfer contract with foreign investment. According to the provisions of the Supreme People’s Court Municipality on Several Issues Concerning the Trial of Dispute Cases of Foreign-invested Enterprises (I), the main points of the review are as follows:

(1) If the equity transfer contract with foreign investment shall come into effect after being approved by the examination and approval authorities of foreign-invested enterprises according to laws and regulations, it shall come into effect as of the date of approval. Without approval, it shall be deemed that the contract has not come into effect. If the parties request to confirm that the contract is invalid on this ground, it will not be supported.

(2) If the equity transfer contract is deemed to be ineffective because it has not been approved, it will not affect the effectiveness of the clauses in the contract that the parties perform the obligation of approval and the relevant clauses set due to the obligation of approval.

(3) If the supplementary agreement reached by the parties on matters related to foreign-invested enterprises does not constitute a major or substantial change to the approved contract, it shall not be deemed that the supplementary agreement has not taken effect on the grounds that it has not been approved by the examination and approval authority of foreign-invested enterprises. "Major or substantial changes" include: changes in registered capital, company type, business scope, business term, capital contribution subscribed by shareholders, capital contribution mode, company merger, company division and equity transfer.

(2) The influence of negative list on the effectiveness of foreign-invested equity transfer contract. Article 28 of Chapter IV Investment Management of the Foreign Investment Law of People’s Republic of China (PRC) deals with the provisions on equity transfer of foreign-invested enterprises, that is, foreign investors are not allowed to invest in the areas prohibited by the negative list of foreign investment access, and the areas restricted by the negative list of foreign investment access, and foreign investors should meet the conditions stipulated by the negative list when investing. Foreign investment in areas outside the negative list shall be managed in accordance with the principle of consistency between domestic and foreign investment. Articles 2 to 5 of the Supreme People’s Court’s Interpretation on Several Issues Concerning the Application of the Foreign Investment Law of People’s Republic of China (PRC) further clarify the influence of foreign investment-related agreements, including equity transfer contracts, according to the above provisions. The main points of review are as follows:

① Investment contracts formed in areas other than the negative list of foreign investment access need not be approved or registered.

② In the negative list, the relevant equity transfer contract in the field of prohibited investment is invalid.

③ In the field where the negative list restricts investment, the parties concerned do not meet the special management measures for restricted access, and the relevant equity transfer contract is invalid.

Matters needing attention in the trial:

① Before the effective judgment is made, the equity transfer contract is valid if the investment is prohibited or restricted from moving out of the negative list.

② If the relevant contracts were signed before the implementation of the Foreign Investment Law (January 1, 2021), and the dispute over the equity transfer contract is still in the first and second trial proceedings, the new provisions shall apply.

(3) The above provisions shall apply with reference to disputes over equity transfer related to investments in the Mainland by investors from Hong Kong, Macao and Taiwan and China citizens who have settled abroad.

2. Breach and dissolution of the equity transfer contract that fails to fulfill the obligation of approval

The equity transfer contract that must be approved by the administrative organ and come into effect, the agreement related to the obligation of approval comes into effect independently, and the breach and dissolution of such contracts are different from other equity transfer contracts that are all in effect. According to the provisions of Article 502 of the Civil Code and the contents of Articles 38, 39 and 40 of the Minutes of Civil and Commercial Trials of National Courts (hereinafter referred to as Minutes of the Ninth People’s Congress) issued in 2019, the specific review points are as follows:

(1) review of the obligation of approval and relevant breach clauses.

(1) the contract that needs to be approved by the administrative organ to take effect, if there is a special agreement on the obligation of approval and the liability for breach of contract that fails to fulfill the obligation of approval, the agreement will take effect independently.

(2) because the other party fails to perform the obligation of approval, one party has the right to request the termination of the contract and ask it to bear the corresponding liability for breach of contract stipulated in the contract.

(3) The party who undertakes the obligation of approval shall not refuse to perform the obligation of approval on the grounds that the contract has not come into effect, otherwise the other party may go through the relevant formalities by himself and claim damages for the expenses or actual losses arising therefrom.

(2) Interpretation of the obligation of approval

① If one party requests the other party to perform the main rights and obligations of the contract, it shall explain to him that the application should be changed to request to perform the obligation of approval. If a party changes the claim, it shall be supported.

(2) If the party refuses to change the claim after the explanation, it shall reject its claim, but it shall not affect it to file another lawsuit.

(3) review of the handling after the judgment has fulfilled the obligation of approval.

(1) after the court ruled that one party performed the obligation of approval, the party refused to perform it, and the other party has the right to request it to bear the liability for breach of contract after compulsory execution.

(2) one party shall perform the obligation of approval according to the judgment, and the administrative organ shall approve it, and the contract shall have full legal effect, and it shall have the right to request the other party to perform the contract. Without the approval of the administrative organ, the contract is not legally enforceable, and one party has the right to request the termination of the contract.

four

Equity transfer contract involving the transfer of company control rights and assets.

1. Equity transfer contract involving the transfer of control rights of the company

If the purpose of the equity transfer contract is for the transferee to obtain the control right of the target company, the examination elements of the transferor’s obligations, the corresponding liability for breach of contract and the termination of the contract are different from the above-mentioned ordinary equity transfer contract. While applying the relevant provisions of the Civil Code, we cannot ignore the relevant regulations of the Company Law on company organization and corporate governance.

For the equity transfer contract involving the transfer of control rights of the company, the contract usually includes the following contents: the transferor shall complete the delivery or handover of various financial documents, legal documents, company seals, business licenses, customer information, technical secret information and even personnel in the company; Distribution requirements of corporate governance power, such as re-election of the board of directors or quota allocation, and change of legal representative; The disclosure of the debts of the target company and the relevant commitments and guarantee clauses.

To some extent, this kind of contract dispute is not a simple transaction contract, but has the attribute of organization contract. The main points of review are as follows:

① Whether the agreement of the equity transfer contract conflicts with the relevant provisions of the Company Law and the articles of association.

(2) The obligations of the transferor of such contracts are not limited to notifying the company and assisting in handling all kinds of changes, but may also include ensuring that the company completes the corresponding change registration, as well as other contractual obligations such as license, transfer of financial information, and ensuring the re-election of the board of directors. The assignor’s failure to perform the agreed obligations constitutes a breach of contract. For the termination of the contract, the purpose of the contract should be determined by combining the transaction background and contract content of both parties, and then it should be determined whether the contract purpose can not be realized if the assignor fails to perform according to the contract.

(3) If the transferor fails to disclose the company’s debts truthfully, if the contract commitment and guarantee clauses stipulate the corresponding liability for breach of contract, the parties’ agreement shall be respected; if there is no agreement, the transferor’s liability for breach of contract shall be determined according to the contract purpose of the parties and the losses of the transferee.

④ We should strictly grasp the fundamental breach of contract. With regard to the termination of the equity transfer contract, the provisions on the termination of the contract in the Contract Part of the Civil Code shall apply. For the provisions of the part of the sales contract, it should be determined whether it can be applied according to the characteristics of equity transfer, and the influence of equity transfer on the company organization law should be fully considered, and equity transfer should not be simply equated with the sale of movable property and real estate. In the trial, such disputes will face the question of whether the breach of contract by one party will inevitably lead to the dissolution of the equity transfer agreement when the control right has been transferred. Once this kind of equity transfer contract is performed, if it has actually participated in the company’s operation and management, the company has completed the change registration and invested other resources, the fundamental breach of contract should be strictly grasped, and the frequent termination of the contract may have an adverse impact on the stability of the company’s operation and management.

2. Equity transfer contract involving company assets transfer

There are the following differences between asset transfer and equity transfer: First, the subjects are different. The transferor of assets transfer is the company, and the transferor of equity transfer is the shareholder of the company. Second, the legal effect is different. The transfer of assets is the transfer of property rights. In principle, the buyer does not bear the responsibility of the seller, and the creditor of the seller (company) can only claim rights from the seller (company), but not from the asset buyer. Equity transfer is only the change of the "owner" of the company, and the original creditor’s rights and debts of the company are still borne by the company unless otherwise agreed.

In principle, in the case of equity transfer, in the absence of special agreement, the transferee cannot hold the transferor responsible for the asset defects of the target company, because in the transaction arrangement of equity transfer, the transferor only has the obligation to guarantee the authenticity of the equity, but has no obligation to ensure the authenticity of the corresponding asset value represented by the equity, which is the risk that the transferee should bear. However, if the purpose of signing the equity transfer contract (accepting 100% equity of the target company) is to obtain the assets of the company, the equity transfer agreement makes special provisions on the handover of the assets of the target company and the liability for asset defects, and the agreement of the parties should also be respected.

The main points of relevant case review are as follows:

① Distinguish between asset transfer and equity transfer. In practice, there is a phenomenon that the concepts of asset transfer and equity transfer are confused. We should confirm the transfer object according to the contract agreement, the contents of negotiation between the two parties, the signing background and the performance after signing the contract, so as to determine the nature of the contract and clarify the rights and obligations of the parties to the contract.

②100% equity transfer and asset transfer can be handled according to the same principle. If the target of equity transfer is 100% equity of the target company, there is no essential difference between equity transfer and asset transfer. If the transferee of the asset transfer should bear the responsibility of defect guarantee, the transferee in the 100% equity transfer can also ask the transferor to bear the corresponding responsibility. After all, the equity represents the right holder’s control over the enterprise to a certain extent. The more shares, or the more shares held by the company, the stronger the shareholder’s control over the company.

③ Consideration of enterprise’s "defects" in the case of 100% equity transfer. In the case of 100% equity transfer, the purpose of the contract is usually for the transferee to gain control of the company. As far as an enterprise is concerned, even if there are some material and immaterial defects in the enterprise, it does not mean that the value of the enterprise will be impaired. In the end, the value of the enterprise depends on the cash flow of the enterprise and its value as a whole in the market. Many "defects" in the property or value of the enterprise may not be valued in the transaction of the enterprise, and they are not important under the overall framework of the transaction.

3. Equity transfer contract for the purpose of obtaining the company’s asset qualification.

In part of the equity transfer, in addition to gaining overall control of the company, the more direct purpose is to obtain the asset qualification of the company, such as the equity transfer of mining companies and real estate project companies. The main points of such contract review are as follows:

① If the relevant laws and regulations are clear, administrative approval is the effective requirement of the relevant project transfer contract, and the equity transfer contract also needs to be approved before it can take effect.

(2) If the law stipulates that the relevant administrative examination and approval is only for disciplinary actions, unless there are other circumstances that affect the effectiveness of the contract, the equity transfer contract is valid and binding on the parties, and the transferor takes approval and assistance in approval as one of his main obligations. If the parties are at fault for not being approved, they shall bear the liability for breach of contract.

4. "Equity transfer contract" in which the company is the transferor or transferee.

In practice, there are also "equity transfer contracts" in which the company is the transferor or transferee. Such disputes usually involve the transfer of control rights of the company, so this part will sort them out together:

(1) For the "equity transfer contract" in which the company is the transferor, the review points are as follows:

① According to the specific agreement and performance of the contract, it should be determined that the subject matter of the contract is the company’s assets or equity.

(2) If the object of the contract is equity, the transferor of the contract shall be determined according to the contents of the contract and the contracting process.

(2) For the "equity transfer contract" in which the company is the transferee, the review points are as follows:

① The parties to the equity transfer contract are the transferor and the transferee, and the target company is not a party to the contract, so the target company should not bear the transferee’s share payment obligation.

(2) If the parties to a contract agree that the target company shall perform the payment obligation, or agree that the target company shall assume the guarantee responsibility or provide guarantee for the transferee’s share payment obligation, the assets of the target company may be directly impaired, which may become an act of withdrawing capital in disguise, violating the principle of capital maintenance of the company, and ultimately damaging the independent property of the target company and the interests of creditors, and such an agreement may be deemed invalid according to the individual circumstances.

(3) For the above-mentioned guarantee liability or the guarantee provided by the company, if the target company has fulfilled the corresponding procedures with reference to the relevant provisions of Article 16 of the Company Law on the guarantee provided by the company, and there is no obvious harm to the interests of the creditors of the target company, it should not be deemed invalid on this ground.

five

Representation equity transfer contract

In practice, the share repurchase based on the gambling agreement can be classified as such disputes. In addition, the company’s acquisition of shares or shares and the guarantee of share assignment are also classified into this part.

1. Betting on the agreed terms of share repurchase

Gambling agreements, including those involving the agreement on share repurchase, are all contract tools used by investors to solve the problem of information asymmetry in the investment process. For share repurchase, agreements usually stipulate whether the target company will reach the agreed performance target and successfully go public in a certain period of time as the conditions for share repurchase. In the trial practice, when there is a dispute over the gambling agreement that stipulates the terms of share repurchase based on the terms of share repurchase, most of them enter the court on the grounds of equity transfer dispute. For the settlement of such disputes, we should not only pay attention to the agreement between the two parties, but also pay attention to the impact on the company’s organizational level and other stakeholders, so as to avoid the agreement of the parties harming the interests of the company and its creditors.

1.1 Gambling between investors and shareholders

(1) The determination of whether the repurchase clause is this agreement or an appointment, the review points are as follows:

(1) If the repurchase terms clearly stipulate the subject, price, performance period, liability for breach of contract and other substantive contents that affect the rights and obligations of the parties, it shall be deemed that both parties have reached an agreement on the share repurchase, which constitutes this Agreement.

(2) Without the above-mentioned substantive contents affecting the rights and obligations of the parties, the repurchase clause shall be deemed as an appointment, and the corresponding obligations and liabilities for breach of contract shall be determined according to Article 495 of the Civil Code.

(2) The identification of the repurchase period and the consequences of not claiming rights within the repurchase period are as follows:

(1) Under the condition that the repurchase term is not stipulated or unclear in the terms of repurchase, it is believed in principle that investors should be limited by a reasonable period when they ask shareholders or target companies to fulfill their repurchase obligations, and the judgment of a reasonable period should be based on the feasibility of exercising, time interval, fluctuation of equity value and other factors, and make a case judgment on the basis of balancing the interests of both parties.

(2) If the investor fails to claim the rights within the agreed time limit or reasonable time limit, in principle, it is considered that if the agreement is not clearly stipulated, it is not appropriate to assume that the investor’s right to claim repurchase in accordance with the repurchase terms will be extinguished, and the repurchase obligor still needs to perform its obligations as agreed. At the same time, the repurchase obligor may claim the liability for breach of contract for the losses caused by the investor’s overdue exercise.

(3) The adjustment of the share repurchase price, the review points are as follows:

The terms of share repurchase mostly stipulate that the repurchase price is "investment principal+investment income". Whether the above amount needs to be adjusted, especially whether it can be adjusted according to the provisions on the upper limit of interest protection in the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Laws in the Trial of Private Lending Cases, is controversial, and this issue will also be intertwined with the issue of "real debts of famous stocks". In the case that the parties have made a higher return agreement on high-risk project investment, it is not appropriate to simply adjust the return on investment with the name of equity investment or loan. We should explore the true meaning of the parties and comprehensively identify them according to the investment purpose, actual rights and obligations of the parties.

1.2 Gambling between investors and target companies

According to Article 5 of the Minutes of the Ninth People’s Congress, the relevant provisions of the Civil Code and the Company Law should be applied to the review of this issue. The main points of the review are as follows:

(1) The "gambling agreement" concluded between the investor and the target company shall not be supported if the target company claims that the "gambling agreement" is invalid only on the grounds that there is an equity repurchase agreement.

(2) Where an investor requests the target company to buy back its shares, it shall conduct an examination in accordance with the mandatory provisions of Article 35 of the Company Law that "shareholders shall not withdraw their capital contribution" or Article 142 of the Company Law on share repurchase. If the target company fails to complete the capital reduction procedure, it shall reject the investor’s application.

1.3 Gambling between investors and parties other than shareholders of the target company

Share repurchase is essentially a share transfer. In the case that the main body of the repurchase obligation is a party other than the shareholders of the target company, the performance of the repurchase obligation is restricted by the foreign share transfer in the Company Law, such as the pre-emptive right.

2. About the Company’s Acquisition of Equity

According to the provisions of Articles 74 and 142 of the Company Law, a company shall or may acquire shareholders’ equity or shares under the circumstances prescribed by law, which are discussed here.

2.1 About Limited Liability Company

According to Article 74 of the Company Law, the main points to be examined are as follows:

(1) Conditions for dissenting shareholders to request the company to purchase shares: In any of the following circumstances, the shareholders who voted against the resolution of the shareholders’ meeting may request the company to purchase its shares at a reasonable price: First, the company has not distributed profits to shareholders for five consecutive years, but the company has been making profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law; Second, the company merges, divides or transfers its main property; Third, the business term stipulated in the articles of association of the company expires or other reasons for dissolution stipulated in the articles of association arise, and the shareholders’ meeting adopts a resolution to amend the articles of association to make the company survive. It is noteworthy that the third paragraph of Article 89 of the Second Revised Draft of the Company Law stipulates that the company’s equity acquired by the company in accordance with the first situation mentioned above shall be transferred or cancelled according to law within six months.

② Time limit for prosecution: If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the shareholders’ meeting, the shareholders may sue within 90 days from the date of adoption of the resolution of the shareholders’ meeting.

2.2 About Limited by Share Ltd

According to the provisions of Article 142 of the Company Law, a joint stock limited company may not acquire shares of the company, but this article also provides for exceptions. The main points of review are as follows:

2.2.1 The situation that a joint stock limited company should acquire shares of the company.

Where a shareholder disagrees with the resolution of merger or division of the company made by the shareholders’ meeting and requests the company to purchase its shares, a joint stock limited company shall purchase the shares. After the acquisition of shares, the company shall transfer or cancel it within six months.

2.2.2 The situation in which a joint stock limited company can acquire shares of the company.

Where a joint stock limited company reduces its registered capital, it may purchase its shares. The company’s acquisition of shares of the company due to this situation shall be subject to the resolution of the shareholders’ meeting. After the company purchases shares, it shall cancel them within 10 days from the date of purchase.

Where a joint stock limited company merges with other companies holding shares in the company, it may acquire shares in the company. The company’s acquisition of shares of the company due to this situation shall be subject to the resolution of the shareholders’ meeting. After the company purchases shares, it shall transfer or cancel them within six months.

(3) If a joint stock limited company uses its shares for employee stock ownership plan or equity incentive, it may purchase its own shares. Where a company purchases shares of the company due to this situation, it may pass a resolution at a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders’ meeting. The total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.

(4) A joint stock limited company may purchase the shares of the company if it uses the shares for the conversion of corporate bonds convertible into shares issued by a listed company, or if it is necessary for the listed company to safeguard the company’s value and shareholders’ rights and interests. Where a company purchases shares of the company due to this situation, it may pass a resolution at a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders’ meeting. The total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years. It should be noted that both of these situations are regulations for listed companies.

3. On the guarantee of equity transfer

In order to realize the purpose of equity transfer guarantee, the two parties usually sign an equity transfer contract, that is, to ensure that the debtor pays off the due debts, the two parties sign an equity transfer contract, and the debtor (equity transferor) informs the company of the equity change and cooperates with the company to change the creditor (transferee) into a shareholder of the company. If the debtor pays off the due debts, the creditor will cooperate with the company to change the debtor (transferor) into a shareholder of the company. According to the provisions of Articles 68 and 69 of the Interpretation of the Supreme People’s Court on the Application of the Guarantee System of the Civil Code of People’s Republic of China (PRC), the main points of the review are as follows:

(1) If both parties to the contract agree that the debtor will pay off his debts when they are due, the creditor shall notify the company and cooperate with the company to change the debtor (transferor) into a shareholder of the company. If the debtor fails to pay off his debts when they are due, the creditor may auction, sell off or pay off his debts at a discount, and the contract shall be deemed valid.

(2) If the parties to the contract agree that the debtor will pay off the debt when it is due, the creditor shall notify the company and cooperate with the company to change the debtor (assignor) into a shareholder of the company. If the debtor fails to pay off the debt when it is due and the creditor obtains the equity, the determination of its effectiveness shall be based on the provisions of the legal act validity part of the Civil Code, and shall be handled with reference to the provisions of Articles 401 and 428 of the Civil Code on mortgage and liquid.

(3) If both parties to the contract have not notified the company of the change of equity after signing the equity transfer contract, and have not registered the change of equity, strictly speaking, such a situation does not constitute a transfer guarantee. If the creditor (transferee) requests the debtor (transferor) to perform the equity transfer contract, it shall not support it, but the creditor may support it if it requests to give priority to the repayment of its creditor’s rights by auction, sale or discount of equity with reference to the provisions of the law on security interests.

(4) Shareholders provide guarantee for debt performance by transferring their equity to the creditors’ names. If the company or the creditors of the company request the creditors as nominal shareholders to bear joint and several liabilities with the shareholders on the grounds that the shareholders fail to perform or fully perform their capital contribution obligations, or withdraw their capital contribution, they shall not be supported.

⑤ The agreement of both parties in the assignment guarantee contract cannot be against the company and the third party.

Specific information of case elements to be collected

Taking the above-mentioned review points as clues and paths, the court should pay attention to the following specific information of the trial elements in the trial of equity transfer disputes, and determine the facts that should be ascertained on the basis of focusing on the arguments of both parties:

1. Ordinary equity transfer contract

(1) Violation of the assignor’s obligations: failure to assist in the internal changes of the company, failure to assist in the registration of equity changes in the company registration authority, violation of the preemptive right of other shareholders, and violation of the restrictions on equity transfer in the company’s articles of association or company law.

(2) Breach of the assignee’s obligations: failure to pay the equity transfer payment.

2. Does it involve national supervision?

(1) Equity transfer contract of state-owned enterprises: whether the evaluation procedures and trading places comply with the legal provisions.

(2) Foreign-invested equity transfer contract: whether it belongs to the field where investment is prohibited or restricted in the negative list; Whether there is any violation of the consent right and preemptive right of other shareholders of foreign-invested enterprises.

(3) the equity transfer contract that must be approved by the administrative organ: whether the equity transfer contract is approved; If it is not approved, does the plaintiff only file a lawsuit against the effective approval obligation clause?

3. Equity transfer contracts involving the transfer of company control rights and assets.

(1) Equity transfer contract involving the transfer of control rights of the company: whether the contractual agreement conflicts with the company law, and pay attention to reviewing the transferor’s main contractual obligations.

(2) Equity transfer contract involving company assets transfer: distinguish between asset transfer and equity transfer, and judge whether the purpose of equity transfer is to acquire company assets.

(3) Equity transfer contract for the purpose of obtaining the company’s asset qualification: whether the purpose of equity transfer is to obtain the company’s qualification and administrative approval are the effective elements of the relevant project transfer contract.

(4) "Equity transfer contract" in which the company is the party: if the company is the transferor, it should identify the real transferor, and if the company is the transferee, it should pay attention to examining whether there is any capital flight.

4. Representation equity transfer contract

(1) Betting on the agreed terms of share repurchase: Differentiate the objects to be gambled, identify the legal consequences differently, and pay attention to the identification of "famous stocks and real debts".

(2) Acquisition of equity by the company: Check whether there are any circumstances stipulated in Articles 74 and 142 of the Company Law.

(3) On the guarantee of equity transfer: the agreement to distinguish whether to complete the change of the company’s internal shareholder list or the registration of equity change, and the creditor’s acquisition of equity due to the debtor’s outstanding debts is invalid.

Factor-based trial and documents

one

Factor trial

During the trial, the judge can gradually improve the following Elements Table of Equity Transfer Disputes according to the evidence and cross-examination, court questioning and court debate of both parties. After the trial is over, the Elements Table of Equity Transfer Disputes can be completed and the disputes between the two parties can be clarified. Factor-based trial can help judges quickly lock the focus of disputes, find out the facts of the case, determine the effectiveness of the contract, and determine the rights and obligations of both parties according to the agreement of the equity transfer contract, and then determine whether the parties have breached the contract and whether the contract has been terminated.

two

Essential judgment

In the case of equity transfer disputes, if the disputes between the two parties focus on one or two factors, the undisputed facts can be quickly fixed, forming the fact-finding part of the traditional judgment, and the focus of the dispute is discussed in the reasoning part. If there are many disputes between the two parties, according to the explanation of "cases that can summarize fixed elements" in "Standards for Making Civil Judgment Documents of People’s Courts" and "Styles of Civil Litigation Documents", we can no longer separate the part of stating facts and what the court thinks, identify the disputed elements one by one by means of narration and discussion, or try to adopt an element-based and modular writing mode of judgment documents, so as to draw a judgment conclusion.

Original title: Guidelines for Factor-based Trial of Equity Transfer Disputes (Trial)

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Exploration on the optimization reform of operation process in the sunshine of window service

The trademark registration service hall (hereinafter referred to as the "service hall") is an important window department of the State Administration for Industry and Commerce, which undertakes important functions such as trademark application acceptance, financial charges, consultation and inquiry, evaluation service, trademark registration certificate issuance and trademark pledge registration. In recent years, the number of trademark registrations has been increasing year by year, and the service hall has been working closely around the center, aiming at standardizing the performance of the window, optimizing the window service and enhancing the image of the window, and taking "post civilization, post dedication, post success and post achievement" as the requirements, constantly condensing the motivation, vitality and creativity of all cadres and workers, and striving to build the service hall into a first-class demonstration window.

First, highlight service, emphasize word of mouth, and gradually improve the window service ability.

Since its establishment, the service hall has always adhered to the service concept of "people-oriented, efficient and convenient", constantly strengthened the construction of service windows, actively explored a new mode of trademark service with the satisfaction of the masses as the standard, timely and accurately understood the thoughts, expectations, worries and anxieties of the clients, strived to make the service solid, thorough, meticulous and thorough, and resolutely put an end to "difficult to get in, ugly face, ugly words, etc." The first is to strictly standardize the window service standards. The service hall strictly abides by the window service standard of the industrial and commercial administration system (Trial), reflects the quality and accomplishment of the staff of state organs with high-quality services, and shapes the good image of the window staff. In addition, the service hall formulates a series of rules and regulations, such as service standards and service guidelines for window staff, to ensure that each post is fixed and responsibility is fixed, and the daily service work has rules to follow and evidence to follow. In the daily reception work, the staff strictly follow the requirements of "Three Ones" to standardize the window service, that is, they are as patient as when they are busy, as kind as strangers and acquaintances, and as early as when they arrive, and they have won the recognition and affirmation of trademark applicants and agencies with warm and thoughtful service. The second is to continuously improve the hardware facilities. The service hall is equipped with a touch-type multimedia inquiry machine, which publicly accepts matters, specific legal documents and the latest policies, so that the parties can know the new regulations and policies at the first time; Equipped with a number-taking machine, the business handled by the parties is sorted by category, which greatly saves the waiting time of the parties in line; Set up a consultation desk, a work guide display desk and a convenience desk.Set up a variety of book-style filling templates at the writing desk, equipped with reading glasses and magnifying glasses to facilitate the parties to handle relevant procedures quickly; Office facilities, such as printers and photocopiers, are provided for the people to use for free. These convenience facilities simplify the work flow and improve the work efficiency, making the registration hall truly a civilized window with complete service functions and elegant facilities and environment. The third is to improve the quality of window service. The duty officer post was added in the service hall, and the staff came out of the counter to provide the applicants with services such as taking the number, filling out the application form and pouring water, which filled the blank service area in the service hall. For the elderly, the disabled and other people who come to the service hall to handle affairs, the staff of the service hall take the way of special personnel to provide them with all-round services, accompanied by special personnel from taking numbers, filling out forms and going through formalities to ensure that they can handle related matters smoothly and efficiently. For applicants who are caught in an emergency such as catching a train or plane, the service hall will open a green channel to provide convenient, efficient and fast services as much as possible. Gold Cup and Silver Cup are not as good as the reputation of the masses. With warm and thoughtful service, the service hall has been widely recognized by people from all walks of life. Since 2016, the service hall has received two banners presented by Lunan Pharmaceutical Group Co., Ltd., as well as dozens of letters of commendation from enterprises and individuals. On December 13, 2011, the experience and practice of improving service and efficiency in the service hall was broadcast on CCTV, which was widely concerned and warmly praised by the people. In 2013-2014,The Service Section of Trademark Registration Hall was awarded the title of "Youth Civilization of Central State Organs" and the title of "National Women’s Civilized Post" by the All-China Women’s Federation in 2016.

Second, simplify the process, expand channels, and facilitate the reform of service trademark registration

The service hall further optimizes the service level and improves the service quality in accordance with the State Council’s requirements on decentralization, combination of decentralization and management, and optimization of service deployment, and the State Administration for Industry and Commerce’s further deepening the reform of the commercial system and vigorously promoting the facilitation of trademark registration. The first is to optimize the trademark registration process. By adjusting the internal procedures, the time for issuing the notice of acceptance of trademark registration application will be shortened from about 6 months to 3 months, some trademark registration application materials and procedures will be simplified, trademark books will be cleared and trademark documents will be streamlined. These measures have shortened the processing time, simplified the procedures and further facilitated the parties. The second is to change the way of issuing trademark registration certificates. The applicant can apply for the trademark registration certificate directly in the registration hall, without paying any fees, and it is desirable to wait immediately, or it can be handled by mail, and the Trademark Office will complete and send it within 5 working days. If it is necessary to prove the status of a registered trademark in writing, it can be handled by stamping the "Special Seal for Trademark Registration Certificate" on the printed trademark file, and the "Trademark Registration Certificate" will no longer be issued. In addition, the procedures for receiving and returning letters are reduced, and the applicant does not need to issue a letter of introduction when receiving and returning letters. Third, vigorously promote online application. From March 10, 2017, the online application will be expanded from being open only to trademark agencies to all applicants, and the online application will only accept trademark registration applications and gradually expand to trademark business applications such as trademark renewal, transfer, cancellation and change. The rooting of online application indicates that China’s trademark registration application has achieved "four online applications".That is, online application, online inquiry, online announcement and online payment can all be realized in China Trademark Network. At present, applicants can apply for trademark registration through the Internet, at the local trademark acceptance office or at the registration hall, and the applicants can enjoy more convenient and efficient services. The fourth is to guide local governments to accept trademark registration applications. The local industrial and commercial and market supervision departments set up trademark acceptance offices to handle trademark registration applications and other businesses on their behalf. In 2016, they launched pilot projects in Ya ‘an, Sichuan and Taizhou, Zhejiang. The service hall undertook the task of helping them with formal review, adding new tasks on the basis of the original heavy workload. Everyone did not complain, and made every effort to ensure the quality and quantity of formal review work to be completed on time.

Three, than dedication, pragmatic, steadily refresh the window business records.

By the end of March 2017, the cumulative number of trademark applications in China was 22.931 million, the cumulative number of registered trademarks was 15.145 million, and the number of effectively registered trademarks was 12.937 million. China is a veritable trademark country. As the frontier of trademark registration application, the service hall aims to enhance the actual effect of work, constantly enhance the sense of purpose, strengthen the concept of service, and be willing to contribute, which fully reflects the dedication of window service staff based on their duties, love their jobs and dedication with practical actions. First, advance all work in an orderly manner. In their daily work, the staff in the service hall worked hard to stick to the front line of their posts, and served the parties in obscurity, and achieved remarkable results. In 2017, as of May, 59,829 direct applications were accepted, 15,419 letters were returned, 8,698 letters were returned, 16,993 people inquired after reception, 26,830 books were printed, copied and faxed, about 42,202 people were consulted at the window, about 8,840 people were consulted by telephone, 5,024 registration certificates were received and 58,800 registration certificates were issued. A string of vivid figures is inseparable from the efforts of every service hall staff, who have made extraordinary achievements in ordinary jobs. The second is to show dedication at critical moments. The service hall is a group that is particularly capable of fighting, tackling key problems and having fearless dedication. In 2016, there was a backlog of trademark registration certificates.The staff in the service hall actively devoted themselves to solving the backlog of trademark registration certificates with full enthusiasm. All members took the initiative to sacrifice their weekend breaks and work overtime to catch up with the progress. Pregnant comrades also offered to work with everyone in the front line without special care. With the joint efforts of all of us, in a short period of one and a half months, 1.8 million trademark registration certificates were made and distributed by surprise, and the tasks assigned by the party group of the General Administration of Taxation were completed 18 days ahead of schedule, which was fully affirmed by the party group of the General Administration of Taxation and the people.

Four, pay attention to clean government, supervision, and strictly strengthen the construction of party style and clean government.

The service hall aims to strengthen the awareness of clean government, pay attention to strengthening clean government education, carry out the construction of clean government culture in depth, consciously accept the supervision of the masses, and consolidate the awareness of clean government service of window staff. The first is to strengthen the education of clean government. The service hall take improving that overall quality of the window service team as the direction, strengthen the study of political theory by weekly regular meetings and morning meetings, conscientiously study and implement the Party’s principle and policies, enrich the learning methods, and constantly improve the political quality, professional quality and work style quality of the cadres. Regularly organize special topics to study the Party’s internal laws and regulations such as the Communist Party of China (CPC)’s Code of Integrity and Self-discipline, the Communist Party of China (CPC)’s Regulations on Disciplinary Actions and the Communist Party of China (CPC)’s Regulations on Accountability, and organize cadres and workers to visit Beijing’s anti-corruption warning education base to deepen the achievements of study and education. The second is to improve the system of clean government. Revise the Code of Conduct for Service of Window Staff, Standard Service Guidelines for Trademark Registration Hall, Provisions on Management of Service Assessment of Registration Hall, Measures for Management of Duty Officer in Registration Hall, etc., take system construction as the starting point to do a good job in preventing and controlling the risks of clean government, adhere to the principle of promoting norms by system and managing the long term by system, establish a relatively perfect system, form a working pattern of managing affairs and people by system, and really put power into the cage of system. The third is to sign letters of responsibility at different levels. All the staff in the service hall signed letters of responsibility for building a clean and honest government at different levels, promising to perform their duties according to law, not to seek benefits by taking advantage of their positions and work, and not to engage in trademark agency business, so as to further strengthen their sense of responsibility and form a good situation of grasping the first level and implementing it at different levels.Fourth, it is clear that the identity is widely supervised. The staff in the service hall widely accept social supervision by highlighting their identities, wear work cards uniformly during working hours, set up "party member Demonstration Post" and "League Member Demonstration Post" in dressing the according to regulations, actively "highlight their identities", openly accept social supervision, and establish a good image. Fifth, broaden the channels of supervision and management. An electronic monitoring system was established in the service hall to monitor the work dynamics in the hall immediately and in the whole process, thus preventing illegal operation and corruption. The telephone number for reporting complaints was announced to the public, and a suggestion box, a service evaluator and a complaint mailbox were set up. Through both internal supervision and social supervision, the supervision channels were further broadened and good results were achieved.

Five, learn theory and practice, and comprehensively improve the overall quality of the team.

In the daily work, the service hall constantly broadens the channels for the staff to grow into talents, comprehensively cultivates the talent team according to the idea of "learning theory, emphasizing practice and grasping application", promotes the continuous improvement of the staff’s political theory level and professional ability level, regulates their words and deeds with noble moral standards and strict work requirements, and promotes the comprehensive quality of the staff team. First, we should pay equal attention to political theory study and professional study. Take the way of combining centralized learning with autonomous learning, and conscientiously study and implement the Party’s innovation theory and business knowledge of industrial and commercial administration. The staff in the service hall firmly establish the "four consciousnesses" in the study and education of "two studies and one doing" and strive to be the practitioners of "four stresses and four haves". At the same time, we should accurately grasp the new requirements of the Trademark Law, exchange and learn from each other, constantly improve our professional quality, adopt the method of mentoring, teach experience from the old to the new, and apply the learned theory to reform and innovate the workflow to make it more operational. The second is to strengthen trademark business training. In order to provide more professional, efficient and high-quality services to the people, the service hall adheres to the demand orientation, conducts intensive training on trademark business for window staff, strictly implements the training system, and greatly improves the training quality, effectively improving the professional quality of window staff and better meeting the consultation and business needs of the parties. The third is to carry out the "one study and four comparisons" activity. By carrying out "one study and four comparisons", we actively practice the fundamental purpose of serving the people. "One study" means organizing regular study exchanges and formulating study plans with party branches and league branches as units.Set the learning content, and strive to learn the code of conduct, civilized language, service commitment, etc., and constantly improve the working ability and service level. "Four comparisons" means based on the post, comparing ability, style, image and service. Through the implementation of "one study and four comparisons", the work efficiency of all staff and the satisfaction of the masses have been effectively improved. The fourth is to encourage staff to actively participate in reading exchange activities. The service hall pays attention to improving the overall quality of staff. In addition to political theory study and professional study, it also encourages everyone to carry out more reading activities. Through study exchange and reading sharing, they have accumulated more knowledge, absorbed more nutrition and gained more energy, further broadened their knowledge and enhanced their cohesion, centripetal force and combat effectiveness. Through unremitting efforts, many comrades in the service hall won the titles of outstanding party member, outstanding league members and outstanding youth in various evaluation activities.

The service hall firmly grasps the opportunity of commercial system reform, actively explores, strengthens business learning, raises working standards, improves service level, innovates working methods, gives full play to the role of a front-line window, provides intimate services for market economic entities, promotes the reform of trademark registration facilitation with a more positive attitude and a more pioneering thinking, and makes new and greater contributions to the reform and development of industrial and commercial administration.

Looking forward to the dark horse of sales, a conscientious "worker"

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