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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

　　Combating scalping and coordinating the two battlefields online and offline.

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

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

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

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

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

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

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

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

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

　　Our reporter Lu Yanan

In modern financial transactions, the adjustment of bank payment limit is a key link, which not only affects the convenience of users’ transactions, but also directly affects the security and liquidity of funds. Understanding how to adjust these limits and their specific impact on users’ trading experience is very important for everyone involved in financial activities.

First of all, the adjustment of bank payment limit usually involves two main aspects: single transaction limit and daily cumulative transaction limit. These limits are set to protect the safety of users’ funds and prevent unauthorized large transactions. However, for users who need to make large transactions, these limits may become obstacles to transactions.

In order to adjust the limit of bank payment, users usually need to apply through the official channels of the bank. This may include online banking systems, mobile banking applications or going directly to the bank counter. During the application process, the user may need to provide identification, a description of the purpose of the transaction and possibly other relevant documents. The bank will decide whether to approve the adjustment of the limit according to the user’s risk assessment and transaction history.

These limits have a direct impact on the convenience of users’ transactions. For example, if a user needs to trade a large amount of futures, but the bank’s single trading limit is low, then the user may need to trade in several times, which not only increases the time cost of trading, but also may affect the final effect of trading because of market fluctuations.

The following is a table showing the influence of different bank payment limits on users’ transaction convenience:

As can be seen from the table, the payment limit settings of different banks are quite different, which directly affects the user’s trading experience. For futures traders, choosing a bank with higher payment limit can significantly improve the convenience and efficiency of trading.

In addition, the adjustment of bank payment limit may also be affected by regulatory policies. For example, in some special periods, banks may temporarily increase or decrease the payment limit to cope with market fluctuations or security risks. Therefore, users should also pay attention to relevant policy changes when adjusting the payment limit.

In a word, the adjustment of bank payment limit is a complicated but necessary process, which is directly related to the convenience of users’ transactions and the safety of funds. By understanding and reasonably using these limits, users can better manage their financial activities and ensure the smooth progress of transactions.

[Disclaimer] This article only represents the author’s own views and has nothing to do with Hexun. Hexun.com is neutral about the statements and opinions in this article, and does not provide any express or implied guarantee for the accuracy, reliability or completeness of the contents. Readers are requested for reference only, and please take full responsibility. Email: news_center@staff.hexun.com.

editorial comment/note

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

Common trial elements and their review points

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

one

Ordinary equity transfer contract

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

1. Obligations of the assignor

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

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

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

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

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

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

2. Obligations of the assignee

2.1 Review points of equity transfer payment

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

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

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

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

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

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

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

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

3. Review of other contract disputes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

two

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

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

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

1.1 Shareholders’ preemptive right

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. Share transfer contracts that violate legal restrictions.

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

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

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

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

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

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

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

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

three

State supervision and equity transfer contract

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

1. State supervision and effectiveness of equity transfer contract

1.1 Equity transfer of state-owned enterprises

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

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

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

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

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

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

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

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

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

1.2 Equity transfer of foreign investment

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

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

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

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

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

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

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

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

Matters needing attention in the trial:

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

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

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

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

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

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

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

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

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

(2) Interpretation of the obligation of approval

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

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

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

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

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

four

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

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

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

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

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

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

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

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

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

2. Equity transfer contract involving company assets transfer

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

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

The main points of relevant case review are as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

five

Representation equity transfer contract

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

1. Betting on the agreed terms of share repurchase

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

1.1 Gambling between investors and shareholders

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

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

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

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

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

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

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

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

1.2 Gambling between investors and target companies

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

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

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

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

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

2. About the Company’s Acquisition of Equity

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

2.1 About Limited Liability Company

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

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

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

2.2 About Limited by Share Ltd

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

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

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

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

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

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

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

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

3. On the guarantee of equity transfer

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

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

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

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

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

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

Specific information of case elements to be collected

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

1. Ordinary equity transfer contract

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

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

2. Does it involve national supervision?

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

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

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

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

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

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

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

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

4. Representation equity transfer contract

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

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

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

Factor-based trial and documents

one

Factor trial

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

two

Essential judgment

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

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

Read the original text

The 2022 "Government Work Report" clearly pointed out that "resolutely prevent and correct employment discrimination such as gender and age, and strive to solve outstanding problems that infringe upon the legitimate rights and interests of workers." During the two sessions of the National People’s Congress, the "35-year-old threshold" became a hot topic of discussion among deputies.

Jiang Shengnan, a representative of the National People’s Congress, was quoted as saying: at the age of 35, he is in the prime of his career, and he is also in a difficult stage of his life, with the old and the young. It is neither scientific nor fair to exclude them with only one age limit, and it is a great waste of talents.

Whether you are a young person who has just entered the workplace or a senior migrant worker who has begun to be anxious about age, there are these data that you have to know about the middle-aged crisis of the "35-year-old threshold"-

01. How to deal with the middle-aged crisis in the involution era?

Involution and anxiety have always been symbiotic. Although the average life expectancy is getting longer and longer, Chinese’s anxiety about the middle-aged crisis is getting earlier and earlier. In a survey conducted by China Youth Daily, 71.4% of the respondents claimed that they were anxious about their working age. How to deal with it? 56.9% people said that they should use their expertise to seek a breakthrough, 56.4% people thought that their core competitiveness should be enhanced, and fewer people thought that they should change careers in time to find another way out after losing their age advantage.

02. In some factories, it is too late to be anxious until you are 35.

"35-year-old age anxiety" and "middle-aged crisis in big factories" have come into reality more and more by joking. 35-year-old has indeed become an age watershed in the workplace, especially in Internet companies. Even in some big factories, it is far from enough to start anxiety at 35. According to pulse statistics, as of November 2021, the median age of Didi employees is 33 years old, while Alibaba, Ant Financial and JD.COM are 32 years old, and Baidu and Ape Tutor are even more exaggerated to be 28 years old.

03. Are you anxious about your age under the "social clock"?

Older people often tell young people what to do at what age. Work, marriage, having babies … The world of adults seems to be locked in the established "social clock". Twenty or thirty years old should be the best time in my life, but the questions from netizens in Zhihu are full of anxiety. Is it too late to be married at 26? Can I still take the civil service exam at the age of 29? These problems reveal people’s growing age anxiety.

04. Should everyone follow the social clock?

It’s time to get married, to have children, and to do things at any age. The huge social habit force requires young people to follow the "social clock" to advance their lives. Once you don’t follow the clock, the anxiety of "step by step can’t keep up" will sweep through, and families, parents and themselves will not escape.

05. I feel anxious. I am the most active after learning a new career.

People who are engaged in the preparation of milk tea drinks are called bartenders; Courier and takeaway are collectively referred to as online delivery staff; Taobao anchor is a live salesman, and these "new occupations" are becoming a new choice for the public to choose a job. The nail platform conducted a sample survey on new vocational learning groups, and found that among these people, the post-80s and post-90s are the main force, accounting for 42% and 41% respectively, and their academic qualifications are mainly junior college and undergraduate. Among the respondents, the proportion of post-80s generation who encounter occupational crisis and bottleneck is also the highest.

　　On April 26th, local time, Argentine Economy Minister Felipe Massa held a press conference, announcing that Argentina would stop using US dollars to pay for goods imported from China and use RMB instead.

　　Zou Xiaoli, China’s ambassador to Argentina, was invited to attend the conference and delivered a speech. Argentine central bank governor Percy, Argentine General Administration of Customs Mitchell and entrepreneurs from China and Argentina witnessed the news release. Massa stressed at the meeting that the currency swap agreement between Argentina and China not only helps to strengthen foreign exchange reserves, but also helps to strengthen bilateral trade.

　　Massa said that after reaching agreements with different enterprises, Argentina will use RMB to pay for China’s imported goods worth about 1.04 billion US dollars this month. The use of RMB can accelerate the pace of Argentine imports of goods from China in the coming months, and the related authorization will be more efficient. It is estimated that starting from May, Argentina will also use RMB to pay for goods imported from China with the value equivalent to US$ 790 million to US$ 1 billion.

　　In addition, Massa also stressed that the use of RMB can increase the expectation of Argentina’s net foreign exchange reserves and bring greater freedom.

　　Zou Xiaoli, Ambassador of China to Argentina, said, "Strengthening economic and trade cooperation between China and Argentina is an important part of the comprehensive strategic partnership between the two countries. The economies of the two sides are highly complementary and have great potential for cooperation. China supports Albania’s efforts to maintain economic and financial stability, which is also reflected in the Sino-Arab joint statement issued during President Fernandez’s visit to China last year. China attaches importance to monetary and financial cooperation with Albania, and is willing to make joint efforts with Albania to encourage enterprises to use local currency for settlement in bilateral economy, trade and investment, reduce exchange costs and exchange rate risks, and create a good policy environment for promoting local currency settlement. In 2020, the People’s Bank of China and the Central Bank of Argentina renewed the local currency swap agreement, which played an important role in maintaining’s financial stability. The two central banks have also established an information exchange mechanism. China is willing to further strengthen local currency swap cooperation with Albania under the existing framework and support a greater role in the RMB clearing bank in Albania. China has confidence in Afghanistan’s financial and economic stability and the bright future of China-Arab cooperation. "

　　In January this year, the Argentine central bank said that Argentina and China had formally expanded the currency swap agreement, which would strengthen Argentina’s foreign exchange reserves of 130 billion yuan and activate the disposable quota of 35 billion yuan. (General Desk reporter Gong Xiangcheng)

　　Since 2019, the capital market has exposed a series of accounting fraud cases, which has attracted attention. The Ministry of Finance has put forward a series of requirements for accounting firms to improve the quality and level of audit services and do a good job in the audit of the 2019 annual report. In grasping the audit risk, it is required to strengthen the audit of "deposit and loan" listed companies, local financial institutions, local financing platforms and state-owned enterprises — —

　　In the new year, enterprises will release the results of the previous year one after another, and the annual report is highly concerned by the market. The authenticity and integrity of enterprise accounting information need the audit supervision of accounting firms.

　　On January 7, the Ministry of Finance held a video conference on the audit and supervision of enterprise annual reports, which put forward requirements for doing a good job in the audit of enterprise annual reports and made it clear that violations in the audit of annual reports would be severely punished.

　　Deep-seated problems need attention.

　　The quality of enterprise accounting information and the practice quality of intermediary institutions have always been concerned by society and market. Especially since 2019, the capital market has exposed a series of accounting fraud cases, such as Kangdexin and Kangmei Pharmaceutical. The audit of accounting firms failed to find problems or failed to issue appropriate audit opinions, which triggered heated discussions.

　　At the meeting, Liu Feng, the second inspector of the Supervision and Evaluation Bureau of the Ministry of Finance, reported the accounting supervision and inspection work in the past two years and the main problems found.

　　"Focus on the pain points of people’s livelihood and carry out in-depth inspection of accounting information quality in the pharmaceutical industry." Liu Feng said that the Ministry of Finance, together with the National Medical Insurance Bureau, selected 77 pharmaceutical enterprises to conduct penetrating inspection on the whole process of drug production, circulation, use and settlement in accordance with the requirements of "double randomness and one openness".

　　Focus on the key points of practice risks and earnestly do a good job in the quality inspection of accounting firms. Following the completion of a comprehensive survey of 40 certified public accounting firms in 2018, from 2019, the Ministry of Finance launched a second round of survey of certified public accounting firms, and selected four accounting firms to carry out practice quality inspection.

　　Focus on the blocking point of industry development and continuously manage the outstanding problems existing in the practice of non-securities qualified accounting firms. "Some non-securities qualified accounting firms excessively pursue economic interests, relax the quality management of practice, and damage the fair and honest image of the industry. The Supervision and Evaluation Bureau has organized local financial departments to carry out special rectification work for several consecutive years, and effectively managed problems such as nominal practice, selling reports, and low-price competition, and achieved good results. " Liu Feng said.

　　"In recent years, the risk awareness of accounting firms has increased, and the level of practice has improved. However, the inspection also found that some deep-seated problems in the CPA industry have not been effectively managed, which has seriously affected the quality of practice. " Liu Feng said.

　　According to the circular, these deep-seated problems include imperfect internal governance, failure to abide by independence, lax management of business undertaking, inadequate implementation of audit procedures, falling off the internal review barrier, non-securities qualified accounting firms practicing in name and "selling reports".

　　It is reported that some firms have turned a blind eye to the signs of fraud that have been concerned for reasons such as maintaining customer relations and ensuring the income of the firms, and lost their independence and professional ethics; In the year when the finance department of a province first carried out the work of "clearing the front name", 666 certified public accountants were cleared; The proportion of "selling reports" by individual firms exceeds 70% of the total amount reported by this firm.

　　Statistics show that in 2018, financial departments at all levels inspected 1,080 accounting firms and 18,476 enterprises and institutions. 88 accounting firms were punished, of which 21 were suspended from practice and 3 were revoked; 140 certified public accountants were punished, of which 53 were suspended and 5 were revoked. In 2019, the financial departments at all levels inspected 1,209 accounting firms and 23,922 enterprises and institutions, and the inspection work was basically finished, which is being followed up.

　　Severely crack down on accounting fraud

　　At present, the downward pressure on the economy has increased. Under this circumstance, the pressure on corporate performance is increasing and the motivation for fraud is rising. It is necessary for financial departments at all levels and accounting firms to work together to do a good job in auditing the 2019 annual report to ensure the truthfulness and integrity of corporate accounting information.

　　"In the current environment, severely punishing a few black sheep that disrupt the market order and have a strong social response is the best guarantee for the reputation of the industry and the best protection for the development of the industry." Qi Jinxing, director of the Supervision and Evaluation Bureau of the Ministry of Finance, said that in the next step, financial supervision and inspection institutions should earnestly perform their supervisory duties entrusted by law, crack down on accounting fraud, rectify and standardize market order, and enhance the social credibility of the industry.

　　It is reported that according to the regulatory requirements of the new Securities Law on "double filing", the Ministry of Finance will study and adjust the "peer-to-peer" division of labor, optimize the administrative supervision mechanism of accounting firms, fully mobilize the enthusiasm of the supervision bureau and the finance department (bureau), and jointly do a good job in accounting supervision.

　　"Highlight key points, severely punish heavy penalties, and further increase inspection and handling penalties." Gao Jinxing said that on the basis of continuing to push forward the comprehensive round-robin inspection of accounting firms, we should focus on increasing the intensity and frequency of inspection of accounting firms with large business scale, high practice risk and continuous administrative punishment, and promptly investigate and deal with major audit failure clues exposed by the media when problems such as "taking over the house", "changing the vest" and "selling reports" emerge; The practice of "double punishment in one case" will impose administrative penalties on accounting firms and certified public accountants with significant audit responsibilities.

　　The Ministry of Finance has put forward a series of requirements for accounting firms to improve the quality and level of audit services and do a good job in the audit of the 2019 annual report. In grasping the audit risk, it is required to strengthen the audit of "deposit and loan" listed companies, local financial institutions, local financing platforms and state-owned enterprises.

　　"For listed companies with high deposits and loans, focus on the authenticity of financial assets such as monetary funds and cash flow of enterprises, and increase the audit of bank deposits, operating income costs and large current accounts, especially related party transactions and overseas transactions." Liu Feng said.

　　At the same time, local supervision bureaus should follow up the whole process, understand the annual report audit of listed companies and key enterprises within their jurisdiction, remind and supervise accounting firms in time when finding doubts, and enhance the timeliness, pertinence and effectiveness of supervision. Local financial departments should continue to carry out special treatment of nominal practice and selling reports, intensify punishment, resolutely clean up the black sheep and constantly rectify the market order.

Cctv news(Reporter/Written by Du Anqi/Kan Chunyu): "Cooking is too tiring, and the table is too expensive." During the Spring Festival, the business of home cooking is booming. CCTV News+reporter interviewed three chefs. In Jiuquan, Gansu, two tables of 18 dishes are charged in 500 yuan, and in the suburbs of Chongqing, a table of 13 dishes is charged in 300 yuan, but some chefs have received 2— A large-scale family banquet with three tables will earn five or six thousand yuan a day.

Two tables of New Year’s Eve dinner, 18 dishes charge 500 yuan

Repeatedly shirked, however, Wang Liping of Jiuquan, Gansu received an order for New Year’s Eve dinner. No way, the relationship needs to be maintained. Wang Liping is always asked to cook for the daily reception of the client company. This time, the client asked her to "help" during the New Year, and she could not refuse. The chefs in the team have all returned to their hometowns for the Spring Festival. Before that, Wang Liping had already cancelled more than a dozen orders.

Dinner will be served at 6:30 p.m., and Wang Liping needs to come home at 3:30 to prepare. Make a family dinner for more than 20 people in a family, set two tables, and serve 18 dishes, large and small, and charge 500 yuan. "On this single order, the customer is an acquaintance and there is no price increase." Wang Liping’s hands are tied, and she plans to let her husband go with her.

Wang Liping is not a professional chef. She has a regular job, and cooking at home is only a part-time job. At the beginning of 2023, she saw such a business model on social platforms. In March, she began to take orders, relying on her own home cooking skills and relying on the hard work of carefully pondering food videos. "Sometimes there are four or five orders a day, and sometimes there are no orders."

While taking orders, she runs her own social account and regards short videos as her own advertisements. Some people I know began to follow Wang Liping to take orders, and others found them from social platforms. Slowly, the number of orders and teams rose. At work, Wang Liping sends out the list, and at rest, he goes to the door to cook. Near the Spring Festival, "telephone calls for ordering food from all over the country are received from morning to evening".

Customers have different requirements. According to the quantity of food, Wang Liping charges 200— 300 yuan, a year down, she earn up to 7000 yuan a month. Wang Liping said: "No investment, low risk, free time, and hard money."

Make some pocket money for children by cooking at home.

Liu Li, who lives in the suburbs of Chongqing, received two orders on New Year’s Eve, and the customers prepared their own ingredients, a table of 10— 12 dishes, each door-to-door service 2— 3 hours, a day can earn more than 700 yuan’s manual fee. During the Chinese New Year, she raised the price of each order by 20%.

Before becoming a substitute chef for home cooking, Liu Li opened a beauty shop in the county town. In 2018, she had a child. Due to the pressure of rising rent and labor costs, she transferred the store. In 2023, she found that cooking at home can not only bring income, but also set aside time to pick up and drop off children and take care of housework.

On weekdays, Liu Li can pick up 3-mdash a day; Four orders, one for cooking, and the other for bacon soup pots, can earn seven or eight hundred yuan a day. Friends around her came to help, and she took out 30% as a commission.

Liu Li’s schedule is very full. After finishing the housework at home in the morning, she goes to the client’s house to cook, and she is busy until around 6:30 pm. After eating the New Year’s Eve dinner at home, she will continue to wash the dishes. "In fact, if you think about it, you have earned it by yourself. You have to rely on your own hands to do it. If you do it, you will get it."

Photo courtesy of respondents　

Earn five or six thousand dollars a day and go home to eat instant noodles

In contrast, He Xie’s team is larger and the charging standard is higher. "There are 50 chefs, including me, and the fees for chefs of different grades are different. Some are home-cooked dishes, some are star-rated products, and some are local specialty dishes, ranging from several hundred yuan to several thousand yuan." On New Year’s Eve, He Xie holds more than 60 home cooking orders, and the chefs in the team can earn up to five or six thousand yuan a day.

At the end of 2022, He Xie, who had worked hard in the catering industry for many years, noticed that cooking at home was on fire. He and his partners are planning to form a team. "Some of the chefs we recruited think that this industry is more promising, and some people have lost money in the catering business before and want to make some money."

In a year, the order volume has soared from a dozen orders a day to hundreds a day. "Many families pay more and more attention to health or the atmosphere at home, which is basically in a state of continuous growth." The monthly income of chefs in the team is 10 thousand — 30,000 yuan.

This time, He Xie and the team members made preparations from the twelfth lunar month to the fifteenth day of the first month: "The Spring Festival is our busiest time. We also hope to provide services to those families who need help and bring them warmth and joy. " Although his reunion with his family needs to be postponed, He Xie thinks it is very meaningful. "Most of the chefs in the team are men, and they are husbands and fathers in the family. In order to earn some money to subsidize the family and make the family live better, I will earn more money during the New Year."

Photo courtesy of respondents　

On New Year’s Eve, He Xie began to buy food at six o’clock in the morning and went to the customer’s house to start cooking at eight o’clock. 12— An order for 16 dishes often takes 4 hours. The latest table of New Year’s Eve dinner was set at 7: 00 p.m. He Xie still needed to clean up the kitchen. When he got home, it was already 10: 00 p.m. He didn’t want to fire again and bought a bucket of instant noodles to satisfy his hunger.

Although it is very hard, He Xie feels that his career is very valuable. "99% of the owners are very enthusiastic about us and will ask you if you drink water. Some people say that they can help us with chores and even let us eat together." At this moment, He Xie always feels very proud.

　 　 [XCAR 2015 Shanghai Auto Show Original]

　　　　The curtain of Shanghai Auto Show has been opened. As the largest auto show in the universe, it is a stage for car companies, a feast for the media and a paradise for car fans. For consumers who need to buy a car, the Shanghai Auto Show must not be missed. Many car companies will choose to sell new cars at the Shanghai Auto Show. Yesterday, we introduced the China brand models that were unveiled at the auto show. Today, we will continue to talk about the joint venture new cars listed at the Shanghai Auto Show, but compared with the former, the number of joint venture new cars is much less, but there are also some heavyweight models. Friends who need to buy a car must not miss it!

　 　 ● Beijing benz GLA

　 　 Price range: 269,800-398,000 yuan

　 　 At the 2015 Shanghai Auto Show, the domestic Mercedes-Benz GLA was officially launched, and five new models were launched with a price of 269,800.

　 　 The dimensions, length, width and height of the new car body are 4431mm/1804mm/1532mm respectively, and the wheelbase is 2699 mm. The domestic model maintains the same wheelbase as the overseas version, but the body height has increased (the body height of the overseas version of GLA 200 is 1483mm).

　 　 In terms of interiors, the domestic GLA SUV is also highly consistent with imported models, and the independent center console and diversified color matching are very fashionable. The domestic GLA SUV will be equipped with fixed-speed cruise, reversing image, panoramic sunroof, leather steering wheel, electric seat memory and many other technical configurations.

　 　 Domestic Mercedes-Benz GLA will be available in GLA 200, GLA 220 and GLA 260, of which GLA 200 is equipped with a 1.6T high-power engine with a maximum power of 115kW(156Ps). The GLA 260 will be equipped with a 2.0T high-power engine with a maximum power of 155kW(211Ps), and the GLA 220 will be equipped with a 2.0T low-power engine. In terms of transmission, all models are matched with a 7-speed dual-clutch gearbox.

　 　 ● Dongfeng Honda new CR-V

　 　 Price range: 179,800-249,800 yuan

　 　 On April 20th, at the Shanghai Auto Show, Dongfeng Honda’s new CR-V was officially launched, and the new car launched seven models with the price range of 179.8-249.8 million yuan. In addition to some minor changes in design and configuration, the biggest attraction is to replace the current 5AT gearbox with CVT gearbox and adopt the Earth Dream technology engine. In addition, the official said that the old CR-V minimum will be sold together with the new model.

　　　　In terms of appearance, Dongfeng Honda’s new CR-V has been changed in details compared with the current model, and its design style is closer to the overseas version. The new car adopts a brand-new U-shaped air intake grille, adds LED daytime running lights, and brand-new horizontal fog lights also replace the current round fog lights. In addition, a silver protective plate is added under the front bumper, which makes the whole look more fashionable.

　 　 In terms of size, it is reported that the length, width and height of Dongfeng Honda’s new CR-V are 4585mm/1820mm/1685mm respectively, and the wheelbase is 2620mm. In addition, the new CR-V will provide six body colors to choose from, namely colorful crystal black, scarlet, snowflake silver, titanium gold and silver, pearl white and amber brown.

　 　 In terms of interior, the new CR-V has not changed much, but the interior material has been upgraded. In terms of configuration, the new CR-V top model is equipped with electric trunk door, blind spot monitoring system and 18-inch new style wheels. In addition, the new car also comes standard with tire pressure alarm, ramp assist system, body stability system, start/stop system and LED daytime running lights.

　　　　In terms of power, Dongfeng Honda’s new CR-V will continue the existing 2.0L engine and be equipped with a 2.4L Earth Dream engine with a maximum power of 137kW and a peak torque of 245Nm. The transmission system is matched with CVT gearbox.

　　[car home News] In 2018, Toyota’s cumulative sales in China market reached 1.47 million vehicles (including Lexus), up 14.3% year-on-year. The two joint ventures FAW Toyota and GAC Toyota contributed 720,000 vehicles and 580,000 vehicles respectively. In fact, 2018 is not a big year for Toyota products, and it is not easy to achieve steady growth. In 2019, Toyota will step up its product offensive in China market, and launch eight brand-new models, including (|), brand-new Corolla/Lei Ling and brand-new RAV4. Not only will the sports car 86 return to the market, but Supra, which has just made its world debut, is also expected to be introduced. Then, please follow us to see what heavy products Toyota will launch in 2019.

　　From the perspective of specific models, Toyota’s focus in 2019 will be compact, including cars and SUVs, with a total of five models. New energy is still its focus. The fuel consumption of Corolla dual-engine E+ and Ralink dual-engine E+ PHEV models is particularly eye-catching, and the fuel consumption is 4.3L/100km under the feeding condition (that is, when the battery power is zero). In addition, Toyota also shows a more sporty side. Two sports cars, 86 and Supra, will be introduced to China. Whether the civilian sports car and Niu Mowang can continue their names is worth looking forward to.

Quickly understand the key points of this article:

1. Toyota will launch at least 9 models for the China market in 2019;

2. It includes 8 brand-new models;

3. New energy is still the key direction;

4. Try a new sports car again;

5. Toyota is stepping up its product offensive in China market.

● Asian dragon
Time to market: March 2019
New car features: the upgrade of appearance "arrogance" and the hybrid version are advantages.

　　The domestic Asian Dragon was launched during the 2018 Guangzhou Auto Show, and the degree of "arrogance" is further compared with the previous generation, which is even worse than Camry. Recently, Asia Dragon announced the pre-sale price of four models, of which the pre-sale price of 2.5L is 244,800 yuan; The pre-sale price of the mixed version is 239,800 yuan; The pre-sale price of the mixed version is 257,800 yuan; The pre-sale price of the hybrid version is 289,800 yuan.

"Domestic Asian Dragon Double Engine"

"Overseas version"

　　The domestic version of the Asian Dragon retains the overall design of the overseas version. The exaggerated front grille almost occupies the front of the car, with angular LED light sets and front bumper lines, showing a strong momentum. However, the new car is not equipped with the LED headlight group with Pisces bone-shaped daytime running lights of overseas high-profile models, but is replaced with a unique three-circle full LED headlight. From the visual perception, the sharpness of the latter’s "eyes" is obviously lower than that of the overseas version of "fishbone lights".

　　Viewed from the side, the Asian Dragon looks very elegant, and the low body style makes the new car look more stretched. On the tail side, the car uses a through taillight group with a full-fledged rear bumper, which greatly improves the sports temperament of the new car. In terms of body size, the length, width and height of the new car are 4975/1850/1450mm and the wheelbase is 2870mm respectively.

　　In terms of interior, the new car adopts a symmetrical design style, which is not the same as Camry, and it shows a calm atmosphere. The most attractive thing in the whole central control area is this 9-inch central control LCD screen, which integrates conventional multimedia functions, is easy to operate and supports Apple CarPlay function.

　　In terms of configuration, the new car will be equipped with leather seats, panoramic sunroof and sewing design of door trim panels. Another highlight of the new generation of Asian Dragon is that AVS adaptive variable suspension system will be standard, which can effectively improve ride comfort and driving stability.

　　Domestic Asian Dragon provides 2.5L inline four-cylinder naturally aspirated engine and 2.5L hybrid engine, both of which are A25A 2.5L naturally aspirated engines of Toyota Dynamic Force series, with maximum thermal efficiency of 40% and 41% respectively. Among them, the maximum power of the 2.5L model is 209 horsepower, and the transmission system is matched with the 8-speed automatic manual transmission; However, the maximum power of the 2.5L engine of the twin-engine model is 178 HP, the maximum power of the motor is 120 HP, and the comprehensive maximum power of the system is 218 HP. In terms of fuel consumption, it is officially announced that the comprehensive fuel consumption of the 2.5L+8AT model is 6.2L/100km, while the dual-engine model is only 4.3L/100km.

Editor’s comment:

　　In the medium-sized automobile market, FAW Toyota has been silent for a year after Reiz stopped production in September 2017. Fortunately, in November 2018, FAW Toyota officially released the domestic Avalon (Asian Dragon). The exaggerated design language of the new car instantly makes this medium-sized car, which was originally moderate and steady, run wild, and also brings fresh blood to the domestic joint venture brand medium-sized car market. At the same time, the addition of Asian Dragon has also broken the status quo that Toyota’s medium-sized car is only Camry "single-handedly" and seized more shares for it.

　　However, from the perspective of Camry and ES of Toyota’s domestic layout, how to differentiate and price the Asian dragons on the same platform has become its first consideration. Judging from the pre-sale price recently released, the price of the hybrid version of FAW Toyota Asia Dragon is basically the same as that of the fuel version, which obviously comes with sincerity, and the main sales model is between Camry and ES, and Toyota really plays a "good card". As for whether it can impress consumers after listing, it remains to be tested by the market.

● New Corolla/Lei Ling (including double engines)
Time to market: August-September, 2019 (Corolla) and May 20, 2019 (Lei Ling).
New car features: drastic changes

"The picture shows the new Corolla Twin Engine/Ralink Twin Engine"

　　The brand-new Corolla sedan and Lei Ling sedan made by Toyota’s two China partners ushered in the debut at the 2018 Guangzhou Auto Show eight months after the launch of the American version of Corolla (the car released at the auto show is a hybrid version). Of course, the relationship between the two is still a sister car, and the visible difference at present is only in the appearance. Compared with the sedan image of current models, the brand-new Corolla/Lei Ling based on TNGA architecture is young and avant-garde in appearance.

　　The front face shapes of the new Corolla and Ralink are obviously different. The former does not use the "fangs" headlights of overseas models, while the front face of Ralink is closer to the overseas version. The large-area grille on the front of the car is eye-catching. The difference is that Corolla is a banner style, while Ralink is a mesh design.

　　In the rear part, there are still obvious differences between the two cars. Corolla takes a simple route and Ralink is a sporty style. The most direct advantage of this design is that the Corolla and Lei Ling can be easily distinguished from the front face and the rear of the car.

　　In addition, Toyota China announced at the launch that the new Corolla/Lei Ling will be equipped with the China version of the exclusive 12.1-inch central control panel and PM2.5 filtering system. Compared with the overseas version of the 8-inch screen, this can be said to be considerate of the needs of consumers in China. In terms of configuration, the new car will also be provided with the latest generation of Zhixing interconnection system and Zhixing safety system, of which the latest Zhixing interconnection system will be 100% installed in all future replacement cars of Toyota. As for the power part, the official has not announced the specific parameters of the new car power, only revealing that the new car will be equipped with the latest version of the 1.8L hybrid system.

Editor’s comment:

　　As the sales pillars of Toyota in China market, Corolla and Lei Ling shoulder the heavy responsibility of stabilizing the compact car market, laying a solid foundation for Toyota’s expansion in China market. According to the latest data, the cumulative retail sales of Corolla in 2018 was 294,300, and the sales of twin-engine models were 82,400, up 3% and 41% respectively. The annual sales volume of Lei Ling (including double engines) reached 202,700 vehicles, a year-on-year increase of 21%.

　　Obviously, the Gemini strategy has not caused each other to seize the market, but has successfully met the needs of different consumers, and each has its own advantages to meet the needs of more consumers and win market share. The existing data show that the interior changes are also huge and are loved by consumers. As for the market performance after listing, these two cars are expected to continue their cash sales or will usher in new growth.

● Corolla/Ralink engine E+
Time to market: March 2019 (Corolla Shuangqing E+) and March 2019 (Ralink Shuangqing E+)
New car features: fuel consumption under feed condition is 4.3L/100km.

　　At the 2018 Beijing Auto Show, Toyota fulfilled its promise made two years ago and released the Corolla/Ralink E+ at the same time. These two models are exclusive to the China market, and they share a plug-in hybrid system consisting of a 1.8L naturally aspirated engine, two motors and a battery pack. According to official data, the fuel consumption of the whole system is 1.3L/100km under comprehensive working conditions and 4.3L/100km under feed working conditions (that is, when the battery power is zero), which can be described as strong competitiveness.

"The picture shows Corolla double engine E+ and Ralink double engine E+"

　　Let’s look at the appearance first. Both cars continue the design of the current fuel version, only the details are different. In the details, the new car has added blue elements to the front grille and headlights to highlight its new energy identity. In addition, the headlight light source comes standard with LED, and the LED daytime running light of Corolla dual-engine E+ is only available for two models with high allocation.

　　In the rear part, each of the two cars has a blue decorative strip that runs through both sides. The Corolla dual-engine E+ is more obvious, and the rest is not much different from the fuel version. The fuel filler is on the left side of the car body, and the charging port is on the right side of the car body. In the charging part, take the Corolla dual-engine E+ as an example. The car supports public AC charging piles and portable chargers, which take about 3 hours and 5 hours to be fully charged respectively.

The picture shows the Corolla twin-engine E+, which is only different from the Ralink twin-engine E+ in configuration.

　　In terms of interiors, both cars follow the fuel version of the car design, and there are no popular elements at present, which may be its charm. In terms of configuration, the new car uses an 8-inch touch screen and supports the interconnection function of Baidu CarLife mobile phone. But there is no reversing radar function in the whole system.

　　In terms of power, both cars are equipped with a plug-in hybrid system consisting of a 1.8L naturally aspirated engine, dual motors and battery packs, in which the maximum power of the engine is 99 HP and the maximum torque is 142 Nm; The maximum power of the motor is 72 HP and the maximum torque is 207 Nm. In terms of transmission system, it still matches the E-CVT continuously variable gearbox; The cruising range of the car in pure electric mode is 55km.

Editor’s comment:

　　Toyota’s plug-in hybrid version based on Corolla and Lei Ling cars is easy to understand, which is intended to inherit the golden signboard of Corolla, and the hybrid technology has been very mature for many years. In addition, the double-point system requires Toyota to have corresponding plug-in or pure electric vehicles in China, so it is a route that can be realized quickly based on cash.

　　Judging from the latest sales data, the cumulative sales volume of Corolla Shuangqing from January to December was 82,400 units, a year-on-year increase of 41%; The cumulative sales volume of Leiling Shuangqing this year is 44,600 units. It is not difficult to see that consumers are gradually recognizing Toyota hybrid technology. Reliable and mature hybrid technology, low fuel consumption and high user base and reputation of Corolla/Lei Ling will lay a good starting point for these two plug-in hybrid models.