Author: Lin Mei

Editor: Bai Ze

Source: Mozi Salon

The century puzzle left by Einstein and Bohr to future generations

In the early days of the establishment of quantum mechanics, the phenomenon of "entanglement" aroused the curiosity of all physicists, and Einstein called it "strange interaction between distant places."The so-called entanglement in quantum mechanics is a phenomenon: two particles in an entangled state can maintain a special correlation state, and the state of both particles is unknown, but as long as one particle is measured, the state of the other particle can be known immediately, even if they are far apart.. In the past half century, the essence behind this phenomenon has been deeply puzzling scientists.

In the last century, the views on entanglement divided physicists into two factions: the Copenhagen school, represented by Bohr, believed that the so-called "reality" was meaningful only when it was connected with observation methods; But scientists such as Einstein can’t accept this view. They think that quantum mechanics is incomplete, and the measurement result must be predetermined by some kind of "hidden variable", but we can’t detect it. In 1935, Einstein, Podolsky and Rosen published an article entitled Can Quantum Mechanics Description of Physical Reality Be Considered Complete, demonstrating the incompleteness of quantum mechanics. Usually, people call their argument EPR Paradox or Einstein Localized Realism.

Bohr and Einstein argued about this for 50 years, and the problem was not solved until their final death, which has always attracted future generations to verify it.

How to verify it?

mentionLocalized realismIn fact, it contains two meanings:First, physical realism.Any observable physical quantity must exist objectively in a definite way, and if there is no external disturbance, the observable physical quantity should have a definite value;Second, localized causality.If the four-dimensional space-time between two events is space-like, there is no causal relationship between the two events. Based on this understanding, in 1964, the Irish physicist Bell put forward the famous "Bell Inequality", which established a strict limit on the possible correlation degree of the results when two separated particles were measured at the same time [1]. If Bell inequality is not established in the experiment, it means that the expectation based on localized realism does not conform to the theory of quantum mechanics, that is,The quantum world itself is probabilistic.

All along, people have designed various experimental schemes to verify whether Bell’s inequality is correct or not, and one after another, the results of some experimental groups tend to support the destruction of Bell’s inequality-that is, to prove the correctness of quantum mechanics. The first truly definitive experiment was made by Spector, a French physicist. Three experiments they made in the 1970s gave a clear conclusion about the nonlocality of quantum mechanics, but there were still loopholes in the initial verification of these experiments. In recent years, experimental groups in different countries have tried to gradually close local vulnerabilities, free choice vulnerabilities and detection efficiency vulnerabilities in their experiments.All the experimental results support the conclusion of quantum mechanics and prove that localized realism is wrong.

Bell inequality goes out of the laboratory and flies further.

The destruction of Bell inequality has been verified in the laboratory, so what about the situation on a larger scale? If people can verify the existence of quantum entanglement at a longer distance, it means verifying the correctness of quantum mechanics at a larger spatial scale. Therefore, people want to fly farther with Bell inequality. However, there is a stumbling block-attenuation when conducting experiments on a larger scale. What does this mean? In the actual experimentPeople often use an experiment called "quantum entanglement distribution" to verify Bell inequality, which is to send two prepared entangled particles (usually photons) to two points far apart, and to verify whether quantum mechanics and localized realism are right or wrong by observing whether the measurement results of the two points conform to Bell inequality.Because pairs of single photons are prepared and sent, the signal of single photon is not amplified because of the non-replicability of quantum, and the inherent photon loss of optical fiber makes it difficult to expand the optical quantum transmission to a longer distance. On the surface of the earth, the quantum entanglement distribution of 100 kilometers is almost the limit.

What should we do? There are two schemes,One is to use quantum relay.One relay station is a bit like an ancient relay station, transmitting photons one by one, but at present, the research of quantum relay is still limited by the time and efficiency of quantum storage;Another scheme is to realize quantum entanglement distribution by satellite.The vacuum environment in outer space has almost no attenuation and decoherence effects on light transmission. The free space channel loss between the satellite and the earth is small, and even in theory, scientists can establish a quantum channel between any two points on the earth by using satellites, and it is possible to realize quantum entanglement distribution at a long distance on a global scale.

On December 9, 2016, at the Ali Observatory in Tibet, researchers were doing experiments.

Fortunately, in this respect, Chinese is at the forefront of the world.

As early as 2003, China’s Pan Jianwei team put forward a scheme to realize long-distance quantum entanglement distribution by satellite, and started preliminary verification. The team’s researchers believe that in order to prove that it is feasible for satellites to realize quantum entanglement distribution, it is necessary to prove that photons can remain coherent after penetrating the atmosphere, so they began to do experiments in Dashu Mountain, Hefei. In this experiment, the sender is in Dashu Mountain, and the two receiving points are in Feixi farmer’s home and the west campus of Chinese University of Science and Technology, which are several kilometers away. It is the first time in the world to realize the two-way quantum entanglement distribution in free space with a horizontal distance of 13 kilometers (the vertical thickness of the atmosphere is about 5-10 kilometers), which proves that the entangled state can still "survive" after long-distance atmospheric channel transmission. On the other hand, this transmission distance exceeds the equivalent thickness of the atmosphere, which proves the feasibility of long-distance free space quantum communication.

Two-way quantum entanglement distribution in free space with a horizontal distance of 13 kilometers in 2005

In 2010, the team realized the 16 km quantum teleportation based on quantum entanglement distribution for the first time in the world. Based on the preliminary key technical preparations, at the end of 2011, the strategic pilot science and technology project "Quantum Science Experimental Satellite" of Chinese Academy of Sciences was formally established. In 2012, the joint research team of Chinese Academy of Sciences led by Pan Jianwei realized the first quantum entanglement distribution experiment of more than 102km in Qinghai Lake. In the experiment, the maximum attenuation is 80dB. On the one hand, it is verified that the entanglement characteristics still survive through the atmospheric channel on a larger scale, on the other hand, it is verified that the entanglement characteristics can be maintained under the condition of very large attenuation, which further verifies the feasibility of satellite-ground entanglement distribution.

In the following years, the team worked hard to overcome various difficulties and finally developed the "Mozi" quantum science experimental satellite. In the eyes of hundreds of millions of people, the Mozi was successfully put into orbit on August 16, 2016. After four months of on-orbit testing, it was officially delivered to carry out scientific experiments on January 18, 2017.

Mozi quantum science experimental satellite

As one of the three scientific experimental tasks of Mozi satellite, satellite-ground quantum entanglement distribution is the first quantum entanglement distribution experiment on the spatial scale in the world.

There are three optical payloads on the Mozi quantum science experimental satellite. Pairs of entangled photons are prepared by the quantum entangled light source and sent by two optical antennas. When the satellite transits the border, two telescopes point to Delingha and Lijiang ground stations respectively. The receiving systems of the two ground stations, according to the angular velocity of the satellite, make the satellite establish quantum channels with the two ground stations at the same time and send entangled photons to the ground stations.Then the ground station carries out entanglement measurement of photons, and if there are enough statistics, the Bell inequality can be verified.

In this experiment, the distance between the two ground stations is 1200 kilometers, the total distance from the satellite to the two ground stations is 2000 kilometers on average, the tracking accuracy of the ground station reaches 0.4 urad, and the receiving efficiency of the ground station system is more than 20%. The entanglement source on the satellite can generate 8 million entangled photon pairs per second, and the establishment of optical link can establish quantum entanglement between two stations over 1200 kilometers on the ground at the speed of 1 pair per second, so that a large number of statistical data can be obtained in a short time. If photons are transmitted by optical fiber over such a long distance, even if ultra-low loss optical fiber is selected, it will take 30 thousand years to distribute a pair of photons.

In the experiment, the two photons are pulled apart by a large enough distance, and at the same time, the high-precision experimental technology ensures that the independent measurement time interval between the two places is small enough, which meets the measurement requirements of "space-like interval" in Bell inequality measurement and closes the localization vulnerability and measurement selection vulnerability.The experimental results show that the standard deviation of 4 times violates Bell inequality, that is, the correctness of quantum mechanics is verified at a distance of thousands of kilometers with a confidence of over 99.9%.The nonlocality test of quantum mechanics which strictly satisfies Einstein’s localization condition is realized. This important achievement has laid a reliable technical foundation for the future experimental study of large-scale quantum networks and quantum communication, as well as the experimental examination of the basic principles of physics such as general relativity and quantum gravity in outer space.

Related achievements were published in the international authoritative academic journal Science in the form of cover papers.. In addition to the quantum entanglement distribution experiment, other important scientific experimental tasks of Mozi quantum science experimental satellite, including high-speed satellite-ground quantum key distribution, satellite-ground quantum teleportation and so on, are also under intense and smooth progress. It is expected that more scientific achievements will be released to the public one after another this year.

On November 28, 2016, at the Xinglong Observatory in Hebei Province, the "Mozi" quantum science experimental satellite transited.

Note:

[1]Bell inequality has many famous generalizations. Considering the practical factors of the experiment, five years after Bell inequality was put forward, John Clauser, Michael Horne, Abner Shimony and Richard A. Holt put forward a CHSH inequality, and the experiment of Bell inequality in later experiments was mainly to verify CHSH inequality.

[2] Space-like separation means that the space-time interval of two events satisfies that "it is impossible to communicate between two events with information below the speed of light.

Thanks to Associate Research Fellows Zhang Wenzhuo, Zou Mi and Li Dongdong of Hefei Microscale Laboratory of China University of Science and Technology for their help in writing this article.

On June 28th, BMW i4 eDrive35 was officially launched, with a price of 429,900 yuan. The appearance of the new car is equipped with an M sports suit, and the power is equipped with a battery pack with a capacity of 70 kWh. The cruising range of CLTC is 511 kilometers.

In terms of appearance, the overall shape of the new car is consistent with the eDrive40 model on sale, equipped with an M sports suit, and comes standard with personalized customized satin aluminum trim and exterior components. At the same time, i4 eDrive35 is also equipped with an 18-inch 858M dual-spoke two-color aluminum alloy rim, which is the same as i4 eDrive40. In terms of body color, the new car also continues the eDrive40 model, and comes standard with sapphire blue, mineral white, sunset orange, Portiman blue, San Remo green, Brooklyn gray and lapis lazuli red.

In terms of interior, i4 eDrive35 is also consistent with i4 eDrive40, with black, cognac and volcanic red Sensatec synthetic leather as standard. However, in terms of configuration, the keyless entry and automatic parking assistance system Plus and the BMW IconicSounds Electric electric vehicle sound wave simulation system, which are standard on the i4 eDrive40 model, have become optional on the i4 eDrive35 model, and the price has not been officially announced.

In terms of power, i4 eDrive35 is equipped with a ternary lithium battery pack with a capacity of 70 kWh and an excitation synchronous motor. The maximum output power is 210 kW, the maximum torque is 400 Nm, and the cruising range under CLTC standard is 511 km.

　　On November 1st, the international version of Xingtu officially ushered in the market, and the price range of the new car was 228,900-238,900 yuan, with three versions. The new car will continue to be equipped with a 2.0T engine +8AT transmission, with a maximum torque of 400 N m.. Today, we will test drive this model and feel what upgrades and changes have been made in the international version of Starway Moon.

　　In terms of appearance, Starway Moon International Edition still adopts the family-style design style, but it has changed in some details. The biggest change is the use of a brand-new octagonal air intake grille with horizontal decorative strips, which looks domineering enough.

　　The light group adopts a penetrating design. When the lights are turned on at night, the middle light band will be lit. The position of the eyebrows of the headlights uses a blackened design, which also reflects the personalization of the car. In addition, chrome-plated decorative strips are added to the air inlets on both sides of the front bumper, which adds a lot of fashion to the car.

　　The shape change of the side of the car body is not great, and the through waistline design is still used, and the traditional door handle shape is retained, so the use convenience is still very high. In terms of body size, the length, width and height of the new car are 4970x1940x1792mm and the wheelbase is 2900mm respectively.

　　The shape of the rear end of the international version of Starway Moon Tour has not changed much, and the design of the through taillight group is still retained, which effectively increases the layering of the rear end. The rear bumper is decorated with a chrome trim strip, and equipped with a double exhaust layout, and the vertical reflectors on both sides are also preserved.

　　There is no change in the design of the interior, mainly reflected in some details, such as the addition of all-black color matching, which also provides consumers with more choices. In addition, the dual wireless charging panel of the new car is also decorated with suede, and the maximum power can reach 50W.

　　Although it is a fuel SUV, the car uses a two-spoke steering wheel, with bronze decoration and multi-function touch panel, as well as a panel with a sense of space, which enhances the luxury of the whole interior. Shift paddles are also reserved on the steering wheel, which can effectively improve the driving pleasure of the vehicle.

　　The international version of "Journey to the Moon" retains the penetrating triple screen design, and the 12.3-inch LCD instrument panel can display a lot of driving information of vehicles, including speed, driving mode, speed, entertainment information, navigation information, cruising range, etc., and the display clarity is still very high.

　　HUD head-up display is also very easy to use. When navigation is not turned on, HUD can display information such as vehicle speed and rotation speed. When navigation is turned on, HUD can display navigation information, including text and dynamic images, with good clarity.

　　Lion5.0 lion system will be used in the central control screen. The UI design of the whole screen is very user-friendly, and the delamination application is in place. The commonly used functions can be found at the bottom of the screen. The screen can support online navigation, online entertainment, mobile phone interconnection, voice interaction, OTA upgrade and other functions, which can fully meet our daily use.

　　The intelligent driving system of the new car can also be selected and set on the screen, and the whole interface is easy to understand. In addition, the air conditioning, seats and other functions of the vehicle are also placed on the screen, which can be controlled by voice or from the screen, and the sense of technology is still very high.

　　The sliding cover is still reserved in the central channel. After opening, the wireless charging panel of the mobile phone below is made of suede, which looks more advanced and feels very good. The maximum power of the wireless charging panel of the mobile phone is 50W, and a cooling vent is designed at the lower position, so that the mobile phone will not generate heat even if it is charged for a long time.

　　A small touch panel is also designed in the rear position. Here, it integrates the control of one-button start of the vehicle, double flashing, air conditioning air volume adjustment, defogging of front and rear windows, internal and external circulation, etc. It needs to be familiar with it for the first time, but the overall luxury temperament is still very good.

　　The car we test-drive today is a 6-seat model of the international version of Starway Moon. The seat configuration of the car is also rich enough. The front seats are not only equipped with electric adjustment, but also have functions such as seat heating, ventilation, memory and massage. At the same time, there are speakers in the headrest, which is more clear and specific when playing music or broadcasting road conditions.

　　The second row uses two separate seats, which are also electrically adjustable. Although the distance of the slide rail is not very long, it can also meet the riding needs of passengers in the second row or even the third row. The comfort of the second row of seats is also relatively high, and even if you ride for a long time, you won’t feel tired.

　　The third row of seats also uses two independent seats, the softness of the seat cushion is also very good, not as thin as expected, and the head and leg space is acceptable. The backrest is also designed with 5/5 points, all of which are manually adjusted, and the support of the backrest is average.

　　There is no change in the power of the international version of the Star Way Lunar Rover, and it is still consistent with the current models on sale. It uses a 2.0T engine with a maximum power of 261 HP and a maximum torque of 400N·m, which is matched with an 8AT transmission.

　　When we put this car on the road, the first thing that impressed us was not how strong the power was, but the suspension adjustment of this car. As a 6-seater /7-seater model, the suspension adjustment of the international version of Starway Moon Landing is soft, which can also handle the bumps on the road well and increase the comfort of the members in the car.

　　On the other hand, in terms of power, the new car is also equipped with a four-wheel drive system, so even in the economy and comfort mode, the power performance is relatively good, and the response time of the accelerator pedal is relatively fast. When we switch to the sport mode, the speed of the vehicle when shifting gears has changed obviously, and the feeling of shifting gears is also more obvious. Together with the use of shifting paddles, it also increases the driving pleasure of the vehicle to the greatest extent.

　　In terms of quietness, when the vehicle is driving at 80km/h, the control of wind noise and tire noise is very in place. However, when the vehicle speed is raised above 100km/h, the wind noise will increase obviously, but it is within the acceptable range. The tire noise and chassis performance are still excellent, and there is no sound coming out.

　　In terms of handling, although the car is large in size, the steering wheel is very flexible, even continuous line changing or one-handed operation can be easily completed. When turning around in a corner, the turning radius of the vehicle is quite satisfactory, but fortunately, the body is higher and it can have a better view.

　　The intelligent driving performance of the new car is also satisfactory, including ACC adaptive cruise, lane departure warning, rear car reminder and other functions are very easy to use, which also greatly relieves our fatigue when driving at high speed, and also improves the safety of the vehicle to a certain extent.

　　Summary:

　　As an SUV model for home use, Starway Moon International Edition has achieved the leading level of the same price in terms of appearance, interior technology, interior materials, intelligent driving performance and space. After all, the price range of this car is 22.89-23.89 million yuan, so it still has strong market competitiveness. So as a dad, will you consider this medium and large SUV?

Group photo of Chinese and foreign guests attending the award ceremony of the 4th China-ASEAN Friendship and Cooperation Theme Short Video Competition.

　　On March 26th, the award ceremony of the 4th China-ASEAN Friendship and Cooperation Theme Short Video Competition was held in Nanning, Guangxi. Chen Jiwa, executive director of China Economic and Social Council and former chairman of Guangxi Zhuang Autonomous Region CPPCC, Du Zhanyuan, director of China Foreign Languages Bureau, Chen Yijun, member of the Standing Committee of Guangxi Zhuang Autonomous Region Party Committee and Minister of Propaganda Department, Miao Qingwang, vice chairman of Guangxi Zhuang Autonomous Region People’s Government, Hou Yanqi, ambassador of China to ASEAN, Wei Xin, counselor of the Asian Department of the Ministry of Foreign Affairs, Yan Xi, deputy director of the International Cooperation Department of the State Administration of Radio and Television, Song Peng, Lao Ambassador to China, and Horn Qingwei, State Secretary of the Cambodian Ministry of Information. Deputy Secretary-General of ASEAN Egpa, Myanmar’s Permanent Representative to ASEAN Aung Miaomin, Deputy Director of the Office of the Minister of Information of Cambodia and consultant of the Ministry of Information Tang Kunyu Liang and other key guests attended the event. Lu Cairong, deputy director of China Foreign Languages Bureau, presided over the speech session of the award ceremony.

　　The event also invited representatives of the competent departments of ASEAN countries such as the ASEAN Secretariat and the Thai People’s Union Office, ambassadors of ASEAN countries such as Malaysia, Myanmar and Indonesia in China, and consuls-general of ASEAN countries such as Laos, Malaysia, Myanmar, Vietnam and Cambodia in Nanning. As well as representatives of mainstream media in ASEAN countries such as Cambodia National Radio, Laos National Television, Myanmar National Radio and Television, Voice of Vietnam Radio, Cambodia National Television and Laos National Radio, representatives of Chinese missions in ASEAN, heads of enterprises and universities such as China Architecture, China Railway, Migu Culture and Huaqiao University, representatives of relevant government departments, universities, enterprises and media in Guangxi, and nearly 200 guests, including Chinese and foreign winners and youth representatives from China and ASEAN.

Chen Yijun made a welcome speech.

　　Chen Yijun said that Guangxi has thoroughly implemented a series of important consensuses reached by the Chairman of the Supreme Leader and ASEAN leaders, actively implemented the global civilization initiative, and promoted exchanges and mutual learning among civilizations. Guangxi will join hands with all parties to expand the "circle of friends" of audio-visual communication, keep a sound and a picture for China-ASEAN friendly cooperation, jointly prosper the "Hundred Flowers Garden" of world civilization, deepen the mutual learning and learning of China-ASEAN "Generation Z", and help build a community of human destiny.

Du Zhanyuan delivered a speech

　　Du Zhanyuan said that the short video contest on the theme of China-ASEAN friendship and cooperation is rooted in the deep friendship between China and ASEAN people, and it is a new cultural force to promote the building of a community of China-ASEAN destiny. China Foreign Languages Bureau will continue to enhance the breadth, depth and heat of people-to-people exchanges, focus on the theme of friendly cooperation, and tell the story of "building five homes together"; Apply new media and new technologies to promote the innovation of communication format; Broadly unite the joint efforts of all parties to help the contest develop better and make new contributions to building a closer China-ASEAN destiny community.

Song Peng delivered a speech

　　Song Peng said that China-ASEAN friendly cooperation has injected a strong impetus into enhancing regional mutual trust and promoting social and economic development, which is conducive to global peace and stability. 2024 is the year of people-to-people exchanges between China and ASEAN, and it is also the year when Laos holds the rotating presidency of ASEAN. We will further strengthen the friendly cooperation between China and ASEAN, better promote regional integration, sustainable development and international people-to-people exchanges, and strengthen people-to-people cooperation with the help of short video contests and other platforms, so as to build a bridge connecting people’s hearts.

Speech by Horne Qingwei

　　Horn Qingwei said that this short video contest reflects the close ties and cooperation between Cambodia and China and regional countries, and enhances understanding and friendship through media and technical strength. Cambodia is committed to developing digital TV platforms, digital broadcasting and continuously strengthening digital capacity building. It hopes to continuously strengthen cooperation with China under the framework of the "Belt and Road Initiative" and Lancang-Mekong River cooperation, and further promote interconnection between the two sides.

Speech by Yan Xi

　　Yan Xi said that in recent years, China and ASEAN countries have continuously deepened all-round exchanges and cooperation in the field of radio, television, audio and video, and achieved fruitful results in joint production, mutual translation and broadcasting, copyright trade and technology industry. In the future, they will take the opportunity of the China-ASEAN People’s Exchange Year to further deepen cooperation with their partners in ASEAN countries and make new and greater contributions to building the "Five Homes" of peace, tranquility, prosperity, beauty and friendship.

Egpa delivered an online speech.

　　Egpa said that the short video contest on the theme of China-ASEAN friendship and cooperation witnessed the rich cultural diversity and close ties between China and ASEAN people, and promoted cross-cultural understanding and mutual cooperation through visual narration. At present, ASEAN and China have established a comprehensive strategic partnership oriented to peace, security, prosperity and sustainable development. ASEAN will continue to strengthen the dialogue between China and ASEAN and promote the common aspiration of the people.

Hou Yanqi delivered an online speech

　　Hou Yanqi pointed out that the short video works let us see the positive impact of friendly and pragmatic cooperation between China and ASEAN on ordinary people, and feel the common expectations and efforts of the people of both sides for building a peaceful, peaceful, prosperous, beautiful and friendly home. 2024 is the year of China-ASEAN people-to-people exchanges. The two sides will work together to implement the global civilization initiative, further create a pluralistic and interactive cultural blending pattern, and jointly promote people-to-people friendship and civilization progress.

Ang Miaomin delivered an online speech

　　Aung Miaomin said that this year is the year of China-ASEAN people-to-people exchanges, and it is of great significance to hold a short video contest on the theme of China-ASEAN friendly cooperation for deepening the dialogue between China and ASEAN. It is hoped that young people in China and ASEAN countries can establish close ties with each other through vivid, touching and creative stories and jointly create a better future.

Lu Cairong presided over the guest speech session.

The guests presented awards to the winners and organizations.

　　Gold, Silver, Bronze and Excellence Awards have been set up in this competition, and the list of winning works has been published on the official website of the competition. At the award ceremony, the leading guests presented awards to the winners from China, Viet Nam, Cambodia, Laos, Indonesia and other countries. In addition, Huaqiao University and Cambodian National Television were awarded the Excellent Organization Award, and the Propaganda Department of Guangxi Zhuang Autonomous Region Party Committee (Information Office of the Autonomous Region Government) was awarded the Special Contribution Award.

Signing ceremony of strategic cooperation agreement between China Foreign Languages Bureau and Propaganda Department of Guangxi Zhuang Autonomous Region Party Committee

　　During the award ceremony, the Foreign Languages Bureau of China held a signing ceremony for strategic cooperation with the Propaganda Department of the Party Committee of Guangxi Zhuang Autonomous Region, giving full play to the comprehensive advantages of the Foreign Languages Bureau in international communication and Guangxi’s location advantages adjacent to ASEAN. Based on the principles of complementary advantages, long-term cooperation and mutual benefit and win-win, the China-ASEAN cultural exchange and mutual learning model was continuously enriched and innovated, the international communication capacity adapted to Guangxi’s development orientation was greatly enhanced, Guangxi’s international influence was effectively expanded, and the majestic forces supporting the construction of magnificent Guangxi in the new era were gathered at home and abroad.

Launching Ceremony of China-ASEAN Short Video Creation and Communication Plan

　　During the event, the China Foreign Languages Bureau, the International Cooperation Department of the State Administration of Radio, Film and Television, and the Information Office of the People’s Government of Guangxi Zhuang Autonomous Region jointly launched the China-ASEAN short video creation and communication plan with mainstream media in ASEAN countries such as Cambodia National Radio, Cambodia National Television, Laos National Television, Laos National Radio, Myanmar National Radio and Television, and Voice of Vietnam Radio, aiming at promoting pragmatic cooperation between China and ASEAN, deepening cultural exchanges between the two sides, and building a short video communication platform with regional characteristics.

China-ASEAN Friendship and Cooperation Theme Short Video Contest Theme Logo Solicitation Ceremony

　　In order to build the China-ASEAN Friendship and Cooperation Theme Short Video Contest as a platform for young people’s cultural exchanges and further stimulate the creative enthusiasm of China-ASEAN people, the organizers launched a campaign to collect the theme logos of the contest for China and ASEAN people, and the selected theme logos will be announced at the award ceremony of the 5th China-ASEAN Friendship and Cooperation Theme Short Video Contest.

　　At the China-ASEAN short video story meeting, the organizers invited representatives from Cambodian Bayon TV Station, Guangxi Daily’s ASEAN Reporting Department, China Railway Indonesia Jakarta-Bandung High-speed Railway Project Management Department and short video bloggers from China, Indonesia, Vietnam, the Philippines and other countries to share and exchange ideas on topics such as digital media technology empowerment, corporate image international communication and short video creation experience, so as to encourage more young people to be ambassadors of China-ASEAN cultural exchange and friendly cooperation.

Before the event, the leading guests visited the excellent works photo exhibition and non-legacy exhibition of the 4th China-ASEAN Friendship and Cooperation Theme Short Video Competition.

　　The award ceremony of this competition was hosted by Chinese Mission to ASEAN, Myanmar Permanent Mission to ASEAN, ASEAN Secretariat, China Foreign Languages Bureau, Asian Department of Chinese Foreign Ministry, International Cooperation Department of China State Administration of Radio and Television, Information Office of Guangxi Zhuang Autonomous Region People’s Government, hosted by China Foreign Languages Bureau International Communication Development Center and Migu Culture and Technology Co., Ltd., and co-organized by Guangxi Daily, Guangxi Radio and Television Bureau, Guangxi Radio and Television Station and Beijing Zhongdao Public Welfare Foundation.

　　The China-ASEAN Friendship and Cooperation Theme Short Video Contest was founded in 2020 and has been held for four consecutive years. The theme of this year’s contest is "Building a Dream with Heart". Since its official launch in September 2023, more than 20,000 works have been collected, and related topics have been displayed on new media platforms at home and abroad for nearly 25 million times, reaching more than 6 million ASEAN audiences.

　　　

　　As major car companies continue to enrich the product layout of their electric vehicles, more and more car scenes have been overcome by electric vehicle products. In the past, many consumers who insisted on choosing fuel car products because of mileage anxiety, lack of driving pleasure and few options have changed their views.

　　However, it can’t be ignored that there are still a large number of consumers whose demand for cars is not limited to urban transportation. They need a car product with the functions of commuting to work and family travel during holidays. More importantly, when they swim between mountains and rivers, they don’t want to worry about finding charging piles for their cars. Then, an SUV model with exquisite shape, comfortable space, abundant power and strong off-road genes has become their first choice for car purchase. Today, the protagonist of our test drive-2024 big dog is such a product.

1. The air intake grille of the new car adopts a brand-new standard, which is more powerful with the shield-shaped middle net; The rear of the car is equipped with penetrating taillights, and the integrated design has a more holistic feeling.

2.The interior is still outstanding in science and technology, and covered with more soft materials, with fine workmanship and better touch.

3. The adjustment of the new powertrain is relatively mature, the power reserve of the 2.0T engine is strong, and the 7DCT is upgraded to 9DCT, further improving the fuel economy of the vehicle.

4. Two terrain modes (grass/gravel, concave-convex road) are added to the new model, which further improves the passability and safety and increases the driving pleasure.

　　Before officially introducing the new car, let’s briefly sort out the relationship between the new car and the big dog models currently on sale. At present, there are two generations of big dog products on the market, one is based on the annual modified model of the first generation of big dog models listed in September 2020; In addition, it is the first model listed in February this year. Although the latter is also named after the "big dog" element, the new car has adopted a new design from appearance to interior, and its size is also larger, reaching the level of medium-sized SUV. Today, the 2024 Haval Big Dog that we test drive is the latest modified model of the original Haval Big Dog.

　　The 2024 big dog basically continues the design style of the old models, which first gives people a sense of sight full of strength and wildness, and at the same time emphasizes the exquisite and fashionable design fashion through the changes of details. The front face of the 2024 big dog still adopts a relatively square outline, and the new car net has undergone a new design, showing a shield shape, which makes the new car look a little more stable and more tenacious from the front.

　　The new car headlights still use the "Eye of the Earth" round LED headlights, which are retro and highly recognizable. The outer contour of the headlight is integrated with the middle net, and the middle net is decorated with two rough horizontal silver chrome trim strips, which effectively stretches the visual width of the front of the car. The size of the brand LOGO has been increased, and the black design is adopted, which is embedded in the side trim on the middle net, which not only forms a more concise effect, but also does not lose the sense of strength.

　　The side of the new car shows the image of a typical hard-core SUV. Although the fixed side pedal is cancelled, the straight roof line, the black decorative board on the lower edge of the side door and the rounded trapezoidal wheel eyebrows like the earth fortress all imply its powerful off-road performance. The tire comes from Jiatong brand, the specification is 235/65 R18, which has both the quietness of urban driving and good off-road ability.

　　The change of new car tail is very obvious. There is no doubt that penetrating taillights are the current fashion trend. When applied to 2024 big dog models, it effectively adds a bit of luxury to this hard-core SUV. At the same time, this design also visually extends the width of the tail, echoing the front of the car.

　　There is not much innovation in the black rear bumper and the silver lower fender, but in addition to emphasizing the off-road attribute from the perception, thanks to the departure angle of 30 of the new car, the 2024 Haval Big Dog is more calm in the face of bad roads.

　　The interior of the 2024 Haval Dog maintains the same style as the old model. Two large-size LCD screens create a strong sense of science and technology in some areas, which is in sharp contrast with the armrest in front of the co-pilot who highlights the hard-core atmosphere, resulting in a kind of confrontational beauty. The center console of the new car is still made of a large number of hard plastic materials. Of course, this is understandable for a hard-core SUV that emphasizes functionality. The material of the auxiliary instrument panel of the old model is easy to leave fingerprints, and the new model has been upgraded to help keep it clean. At the same time, the center console of the new car also adopts the stitching design of stitching technology, which looks very classy.

　　It is worth mentioning that the engineers of the 2024 Haval Dog did not blindly control the cost, but effectively optimized the design method. This optimization is reflected in the fact that in addition to the leather elements used in the steering wheel and seat, the inner side of the door panel that drivers and passengers contact most often is also covered with soft materials, which makes it feel better.

　　The steering wheel of the new car has a moderate size and comfortable grip, and the multi-function button area adopts a bright black panel, which makes the physical buttons easy to operate and has a good texture.

　　The function area of the center console is designed with touch and physical buttons, which takes into account consumers with different operating habits. From the experience effect, the touch screen interface runs smoothly and the feedback is timely; Physical keys and driving mode switch knob have moderate damping and easy operation. Personally, if there is a need for functional operation during driving, physical buttons are conducive to more accurate control and more conducive to ensuring driving safety.

　　There are not many changes in the functional configuration of the 2024 Haval Dog. In fact, the models mentioned in the preceding paragraph have been perfected in this respect, such as the exterior rearview mirror with three-in-one functions of driving mode memory, heating, automatic folding and lighting, constant temperature three-zone air conditioner equipped with air purification system, and large-size panoramic sunroof.

　　What is impressive is the 360-degree panoramic image+transparent vehicle bottom function. Four wide-angle cameras are used to collect images of the environment around the vehicle, reducing the blind spots around the vehicle, enabling users to grasp the images around the vehicle in real time and improving the driving safety of the vehicle. The transparent chassis eliminates the blind area of vision through camera technology, provides the driver with the road conditions under the car, and helps the driver to see the safety hazards on the road through the display screen. The puddles and stones under the car can be cast on the screen to avoid them in time.

　　In addition, it can be seen that as an SUV model that pays attention to off-road performance, the 2024 Haval Big Dog rear axle electronically controlled mechanical jaw differential lock supports independent physical key control, realizing human-computer interaction and increasing driving pleasure; Mechanical jaw locking can realize 100% output of torque between wheels on both sides of the rear axle, and has stronger ability to get out of trouble.

　　Although the width of the seat with electric adjustment function is not large, the advantage lies in solid filling and proper support. Leather coating and stitching technology not only make the ride comfortable, but also show great grades visually. In terms of driving space, the 180CM experiencer has a punch space in his head after adjusting the seat to the appropriate position in the driver’s seat; Keeping the seat position unchanged, the experiencer also has the head space of one punch in the back row, and the leg space is close to three punches. This performance will not make passengers feel depressed even if the road is far away.

　　The 2024 Haval Big Dog continues its rich storage space. According to official information, there are as many as 37 storage spaces in the whole car, which is at the upstream level in the SUV of the same level. From the actual experience, it is more than enough to put down two bottles of 550ML drinking water in a conventional glove box, a layered central armrest box and a door panel storage compartment. The storage space under the central passage and the separate water cup holder on the door panel are not only decorative, but also convenient to use.

　　This time, my test drive vehicle adopts the powertrain of 2.0T engine +9DCT gearbox, and is equipped with intelligent four-wheel drive system. This 2.0T engine (GW4N20A) has a maximum power of 175kW and a maximum torque of 385 N m. The transmission system has been upgraded obviously, and the 7DCT gearbox used in the previous model has been replaced by the self-developed 9DCT gearbox. A more compact speed ratio will help to improve the smoothness and comfort of shifting, as well as the low-speed power and high-speed economy.

　　Driving: driving in the city is safe, and long-distance cross-country is more fun to control.

　　Although this 2.0T engine has a good book strength, we can clearly feel its pursuit of comfort in actual driving. The accelerator pedal feedback of a new car is definitely not sensitive. At the beginning of the pedal stroke, it corresponds to a linear power output, and the momentum is not obvious, and the shift process is also very smooth. If you want to get a simple sense of acceleration in the initial stage, don’t hesitate to step on the accelerator pedal deeply. The powerful power reserve will be output violently when the accelerator pedal stroke is close to about one third.

　　With the increase of vehicle speed, the power supply of new cars becomes more abundant, which also brings full confidence to drivers in overtaking at high speed. At this point, the throttle feedback is also positive, which can be said to be on call. At the same time, it is not difficult to find that thanks to the wider gear ratio of the gearbox, under the same speed, the speed of the 2024 Haval Big Dog is lower than that of the previous model, which undoubtedly helps to improve the fuel economy of the vehicle.

　　However, it should be noted that the steering system of the new car needs to be adapted more, especially in the middle and high speed range, and it can be clearly felt that there is a certain virtual amount in the steering wheel. If the comfort of passengers in the car is to be guaranteed, the timing of braking should be grasped before entering the corner, and the speed should be lowered as soon as possible. Of course, this is not to say that the bending safety is insufficient, but to avoid giving passengers the feeling that the lateral support is too soft.

　　As another important upgrade of the 2024 Haval Big Dog, the new car has added two terrain modes: bumpy road, grass/gravel, based on the driving modes of economy, standard, sports, mud, sand and snow. As we all know, bumpy roads make it difficult for vehicles to pass. The all-terrain control system of 2024 Haval Dog will control the slip of the vehicle through the vehicle stability system control unit and differential lock to improve the passing ability of the vehicle.

　　In this test drive, we actually experienced the grass road conditions. Usually, vehicles are easy to slip in this scene, and the stability and passability are poor. With the blessing of the all-terrain system, the 2024 Haval Big Dog can easily drive on the wet grass by controlling the entire chassis electronic control system of the vehicle.

　　In addition to the further subdivision of driving mode, the 2024 big dog can perform well in this unpaved road condition thanks to the intelligent four-wheel drive system adopted. In AUTO mode, the electronically controlled hydraulic active control system distributes the torque of the front and rear axles more quickly, accurately and smoothly. In the face of complex and changeable road conditions, the intelligent and dynamic torque distribution characteristics respond instantaneously with the change of vehicle working conditions, which greatly improves the driving comfort and flexibility of vehicles.

　　Summary: Since its launch in 2020, Haval Dog, as a online celebrity model in China SUV market, has become a travel companion for more than 300,000 car users. Although the appearance of the 2024 Haval Big Dog has not changed much, it has brought obvious texture upgrade. The interior is still outstanding in science and technology, and the addition of some soft materials better guarantees the driving comfort. The adjustment of the new powertrain is relatively mature, the power reserve of the 2.0T engine is strong, the 7DCT is upgraded to 9DCT, and the denser gear ratio obviously improves the smoothness of shifting. The newly added driving mode also performed well, further optimizing the passing capacity of the new car under complex working conditions.

　　It is understood that 2024 big dogs will be listed in the near future. In addition to the 2.0T+9DCT model we have tested this time, we will also launch a model equipped with a 1.5GDIT engine (GW4B15L)+7DCT transmission power combination. The maximum power of the 1.5T engine is 135kW, and the peak torque of generate is 275N·m at 1500rpm. The comprehensive transmission efficiency of 7DCT transmission reaches 95.6%, reaching the functional safety level of ASIL-C system. Combined with the pricing strategy of current models, I believe that the 2024 Haval Big Dog will once again enhance its cost-effective advantage and take the lead in the cruel market game.

The official propaganda is 400km. Actually, it’s about 360-370km once tried, and it’s a little worse in winter, almost the same as the official propaganda. Anyway, I’m going to charge it when I have about 100 left, and it’s charging quickly. Accuracy of battery life: the battery life is relatively accurate. It has been running for more than 3,000 kilometers by car. In most urban areas, the power consumption is about 16kw per 100 kilometers, which is not bad. In terms of energy consumption, the advantages of new energy sources are not highlighted!

For a girl like me, the space can be described as spacious. Haha, I am 165 in height and 120 kg in weight. Sitting in the car, no matter my head or legs, there is enough room for activities, and I don’t feel narrow at all, because I will take a few girlfriends out to drink milk tea and go shopping on holidays. They also praised me that this car doesn’t look big. In fact, it is quite spacious when sitting. If you are motivated, if you don’t pursue accelerated passion, its performance is still quite awesome. When waiting for the traffic lights, it is often faster than the car next to it, and the acceleration is very smooth. It may be inferior to those fuel cars at high speed, but basically it can crush all kinds in the urban area. After all, it is an electric motor.

If you look at the appearance, you still have to look at your personal preference. I just prefer this cute style. The more you look at it, the better it looks. When you drive out beautifully, the whole person’s mood will be better. As for the car, it is mainly because you like it. This is the most important thing. The workmanship of the interior is still exquisite, especially the handling of some details, and the joints of the gaps are handled very delicately. It makes you feel that it is not cheap at all, and the materials are very kind, and most of them are covered with soft materials. The visual effect is awesome! Another place worth mentioning is that the intelligent system is really convenient to use and has all kinds of functions. Novices can also control it quickly.

A car with super high cost performance, I don’t think there is anything more worthwhile than it at the same price. If I choose it again, it will still be a good cat. It’s too convenient to reverse the car. Lateral reversing is the shortcoming of many girls. With this, I can easily get in and feel powerful again. Convenience of wireless charging of mobile phone: Although this wireless charging is a bit slow, it improves the convenience and sense of technology of a good cat. App remote control: the remote control is too powerful. In summer, it is set to cool down quickly for 5 minutes before work. How high the temperature is, it will be full of coolness. This is really friendly to the owner. I forgot to bring my key when I changed my bag, and I started the vehicle directly by APP Bluetooth unlocking, and there was no anxiety in an instant.

The steering accuracy of the steering wheel is quite high, which is called a smooth operation. The steering wheel is relatively light, but it won’t make people feel mad, and the steering accuracy is also very high, giving people a practical feeling. The brake is completely determined by the intensity of the individual’s foot stepping, which is easy to control and the design of the seat is very ergonomic. Sitting on it feels good, and the shock absorption is not too hard, so the filtering of road vibration is relatively complete, at least it won’t make you feel particularly bumpy. Although the sound insulation is not particularly perfect, at least when driving often, the people inside the car will not be affected.

This car has three shortcomings:

The first disadvantage is the price of this car. I didn’t give a discount when I bought it. I feel a little worse about the price/performance ratio, but who will like it? Book early, pick up the car early and enjoy it early.

Secondly, due to work reasons, I often drive this car to some places with uneven roads. I feel that if I take that bad road, the sense of bumps is still quite obvious.

Thirdly, I think its disadvantage is probably that the sound insulation effect is not very good. It feels ok if you run at a low speed in the urban area, but if the speed is faster, you can hear more obvious noise. I am very sensitive to hearing, so I feel the need to spit it out.

　　[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.

　　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.

　　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.

　　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.

　　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.

　　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.

　　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.

　　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.

　　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.

　　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?

　　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.

　　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%.

　　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.

　　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.

　　Xinhua News Agency, Shanghai, June 22nd 　Title: Large projects usher in new nodes, and the Yangtze River Delta integration demonstration zone will resume development.

　　Xinhua News Agency reporter Hu Jiefei

　　Transport vehicles shuttled back and forth, and the electric drill splashed sparks. In late June, it was sunny in jinze town, Qingpu District, Shanghai. On the construction site of Huawei Qingpu R&D Center, more than a thousand workers were working nervously.

　　As a key project of the Yangtze River Delta Integration Demonstration Zone, Huawei Qingpu R&D Center plans to build Huawei’s largest innovation base in the world. Yang Wei, project manager of Huawei Qingpu R&D Center Project (Group F) of China Construction Third Bureau, said that the first R&D office building of Huawei Qingpu R&D Center (Group F) has been capped recently with the completion of the last cubic meter of concrete pouring and after ten months of construction.

　　Construction site of Huawei Qingpu R&D Center (Photo courtesy of interviewee)

　　Major industrial projects catch up with the progress, infrastructure speeds up China Unicom, and system innovation is non-stop … … The epidemic situation has continued to cooperate, and the Yangtze River Delta ecological green integration development demonstration zone across Shanghai, Jiangsu and Zhejiang has gradually resumed development since June.

　　— — Digital, green and low-carbon projects show vitality. Guided by digital, green and low-carbon projects, the demonstration effect of the Yangtze River Delta integration demonstration zone has become more and more prominent, breaking the time and space restrictions and better promoting the free flow of factors.

　　Recently, China Mobile Yangtze River Delta (Suzhou) Cloud Computing Center officially landed in Fenhu High-tech Zone, Wujiang District, Suzhou City, Jiangsu Province. The center will serve the "East Counting and West Computing" project and optimize the allocation of resources.

　　Located in Qingpu, Shanghai, the Yangtze River Delta Oasis Zhigu Zhaoxiang Park has introduced 24 entities, covering software information, new materials, intelligent robots and so on. "At present, the overall return to work rate of enterprises in the park has reached more than 80%, and it is accelerating to return to normal track." Xu Qing, deputy general manager of Zhaoxiang Emerging Industry Economic Development Co., Ltd. in the Yangtze River Delta, said.

　　In Jiashan County, Jiaxing City, Zhejiang Province, the interior decoration of the No.1 workshop of Lanjun New Energy Project, which has a total investment of 5.5 billion yuan and produces lithium-ion battery cells and modules, has also been basically completed recently. According to expectations, the project will realize trial production of three production lines in July, and the main body of the No.2 workshop project will be topped up in August.

　　— — Infrastructure links to explore new roads. Recently, in the Liantang section of Husuhu Railway in Qingpu District, with the successful pouring of precast box girder, the construction of this section has entered a new stage of bridge paving.

　　As a railway line connecting many cities in the Yangtze River Delta, the Shanghai-Suzhou-Lake Railway will be connected with the Shanghai-Hangzhou high-speed railway, the Ning Hang high-speed railway and the Shanghai-Hangzhou high-speed railway to jointly build an intercity express railway network in the core area of the Yangtze River Delta and promote the high-quality development of regional integration.

　　In Shanghai, the west extension project of Shanghai Rail Transit Line 17, which has received much attention, also ushered in an orderly resumption of work. In the future, this extended rail transit line will become an important channel connecting the Yangtze River Delta Integration Demonstration Zone and Hongqiao International Business District, helping the residents in the Yangtze River Delta to move conveniently.

　　Construction site of Liantang section of Shanghai-Suzhou-Lake Railway (Photo courtesy of interviewee)

　　— — Cross-domain communication adds new scenes. Following the "off-site withdrawal of provident fund to repay mortgage", recently, residents of the Yangtze River Delta integration demonstration zone can take the lead in experiencing "off-site withdrawal of provident fund to pay rent"; In addition, for enterprises in the region, the financial service platform "e-Enterprise Finance" in the Yangtze River Delta Integration Demonstration Zone has also launched the function of "cross-domain credit granting". As long as enterprises release demand, foreign banks can also "grab orders", effectively alleviating the financing problems of some enterprises since the current epidemic.

　　"There are frequent trade exchanges in the Yangtze River Delta, and the financing needs of SMEs in the region have further improved. Such a platform will help financial institutions and enterprises to effectively connect." Zhou Bingqing, account manager of Shanghai Yangtze River Delta Sub-branch of China Construction Bank, said.

　　Beijing, January 25th (Reporter Shangguan Yun), a client of Zhongxin. com, "I was busy entertaining New Year guests on the morning of the first day of the year. The streets are crowded with farmers wearing new clothes, men, women and children, bustling, eating and selling, going to pubs, buying decals (that is, New Year pictures), watching tricks, and crowded everywhere. " This is a reunion scene described by Feng Zikai in "Chinese New Year".

　　"the first day of the first month" refers to the first day of the first month, and it is also the "spring festival" today. On this day, the younger generation will pay New Year greetings to their elders, prepare refreshments to entertain guests, and welcome the New Year and spring.

Data Map: As the Spring Festival approaches, people in Beijing buy New Year pictures. China News Service reporter Futian photo

　　The Spring Festival with a long history

　　"In addition to the sound of firecrackers at the age of one, the spring breeze warms Tu Su. Thousands of families always change new peaches for old ones. "

　　After New Year’s Eve, the first day of the first month followed. Du Taiqing in the Sui Dynasty said in the Five Candles Collection: "The first month is the end of the month, and one day is the Yuan Day, which is also a cloud, and it is also a cloud." After the Revolution of 1911, the Gregorian calendar was adopted to count the years, so it was called "New Year’s Day" on January 1st of the Gregorian calendar and "Spring Festival" on the first day of the first lunar month.

　　Therefore, in this sense, Chinese has a long history of celebrating the Spring Festival. Moreover, in the old folk tradition, the Spring Festival started in La Worship in the twelfth lunar month, or the sacrificial stoves on the 23rd and 24th of the twelfth lunar month did not end until at least the 15th day of the first month (Shangyuan Festival), and the days passed slowly.

　　"Because it appeared very early, the Spring Festival-related celebrations have existed since their own written records." Wang Juan, a folklorist, said that it was just that the initial activity time was not fixed, and it was not until the Han Dynasty had a standardized calendar that the date was determined.

　　In the farming society, Chinese New Year is a rare reunion and leisure time in a year. Spring Festival or Spring Festival is more like a continuous process, reaching its climax on New Year’s Eve and the first day of the first month. From the first day of junior high school to the seventh day of junior high school, every day has some exquisite and corresponding customs.

　　The first day of the first month is "Chicken Day"

　　The first day of the first month plays a very important role in the whole New Year custom.

Data map: The picture shows that the shops are full of new year’s goods with a strong flavor. Photo by Yellow River

　　Legend has it that from the first day of the first month to the seventh day of the first month, Nu Wa made chickens, dogs, pigs, sheep, cows and horses in the first six days, and made people on the seventh day. Therefore, these seven days are called chicken day, dog day, pig day, sheep day, cow day, horse day and human day respectively.

　　That is to say, the first day of the first month is also the "Chicken Day". The ancients paid special attention to the chicken and called it "the bird of five virtues". The Biography of Korean Poetry said that it has a crown on its head and is a virtue; There is a distance behind the foot to fight, which is a martial virtue; It is brave for the enemy to dare to fight before; It is benevolence to have food to greet the same kind; It is faith to keep vigil and dawn.

　　There is also a legend that "chickens eat ghosts". On this day, people will paint chickens and stick them on the doors to show their sincerity. The earliest chicken shape was carved on the door, and later it was derived from paper cutting, New Year pictures and other forms: the cock’s mouth was full of "five poisons", that is, scorpions, lizards, etc., which meant to ward off evil spirits.

　　Celebrate New Year’s greetings to elders and prepare refreshments to entertain guests.

　　After the New Year’s Eve dinner, I also received the Kitchen God, and stepped on the scraps of firecrackers and paper. As usual, on the first day of the first month of the first month, I was going to "pay New Year greetings" to my relatives and elders. People put on new clothes, prepare refreshments and sweets, and entertain guests.

Data Map: Various shapes of "Rat" lanterns. Photo by Luo Bo

　　This is also a way for people to bid farewell to the old and welcome the new and express their best wishes to each other. Generally speaking, New Year’s greetings begin at home. On the morning of the first day, after the younger generation gets up, they should first pay New Year’s greetings to their elders, saying auspicious words such as wishing good health. The elders should also give some lucky money to the younger generation, and everyone is happy.

　　After that, neighbors, relatives and friends will also visit each other for New Year’s greetings or get together for drinks. Gu Tieqing, a Qing Dynasty man, described in Qing Jia Lu, "Men and women worship their parents twice, and the master leads a humble family, leaving relatives and friends of their neighbors … … Even those who don’t meet for the rest of their lives, at this time, they also worship each other at the door … …”

　　During the Spring Festival, people who are familiar with each other meet on the road. They should say "Congratulations on getting rich" and "Best wishes in the four seasons" to each other, or simply say "Happy New Year". Although there are not many words, they are soaked with the festive spirit of the New Year.

　　With the development of the times, the ways of New Year greetings are constantly changing, adding new contents and forms, such as WeChat New Year greetings and telephone New Year greetings.

　　Why are you not allowed to "move the broom" on this day?

　　During the Spring Festival, ancient scholar-officials had the custom of greeting each other with famous cards. Wen Zhiming, a great painter of the Ming Dynasty, described it in the poem "New Year"; "I don’t want to meet each other, but I want to pay tribute, and the famous paper is full of cover; I also throw a few papers with people, and the world hates simplicity and is not too empty. "

Data map. China News Service reporter Liu Xinshe

　　The above-mentioned "name thorn" and "name nickname" are a bit like "New Year cards" later. They are convenient and practical for connecting feelings and exchanging greetings, and they are still popular today.

　　In addition, it is said that the first day of the first month is the birthday of the broom, so you can’t move the broom on this day, otherwise it will sweep away all the good luck. If you have to sweep the floor, you have to sweep the house from the outside, so you won’t "break the money".

　　In the same way, you can’t throw water out and take out the garbage on this day. People clean their homes on New Year’s Eve. On the first day of the lunar new year, they don’t take out brooms or take out garbage, and then they prepare a big bucket to hold waste water.

　　Today, those taboos are naturally superstitious, but in terms of real life, they also have another meaning: I hope people will work less and have more rest during the New Year.

　　In addition to jiaozi, there are these foods on the first day of the first month.

　　Jiaozi is a must-have food during the Spring Festival. In addition, in ancient times, people also paid attention to eating eggs and spicy dishes. In the Jin and Zhou Dynasties, the local customs record says: "Zhengdan, when you swallow a chicken, it is called refined shape. I also spit five spicy dishes in the morning to help make five Tibetan qi. "

Data Map: jiaozi posed as a fish. Photo by Wang Yizhao

　　The vegetables put in the five-spice plate are not exactly the same everywhere. Generally, there are five kinds of spicy vegetables, such as onion and leek, and some places will put coriander and spring vegetables. Different dishes have different meanings. But on the whole, "Xin" is homophonic for "new", which means welcoming the new year.

　　From the perspective of traditional Chinese medicine, eating spicy food is also an adjustment to the body: turbid qi accumulates in the body all winter. The ancients believed that eating spicy herbs is conducive to releasing those turbid qi, and eating "new" things at the beginning of the new year echoes the coming spring.

　　"If you have money and no money, go home for the New Year." Spring Festival is of great significance in Chinese’s life. Up to now, the old custom has long been a culture that needs no explanation and has been integrated into people’s blood. Even though I have been away from home for many years, I am still haunted by dreams.

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.

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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.

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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

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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.

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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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