The second list of the top ten public prosecutors in the country

Beijing

Ma Huijuan Junzejun Law Firm

Zhang Qinghua Qinhai Law Firm

Zhou Feng Aeronautics and Astronautics University

Zhang Zetian Law Firm in Beijing

Tianjin

Wang Jian Beijing Wenzhong (Tianjin) Law Firm

Hebei

Mazhe Hebei Century United Law Firm

Chen Yan Hebei Jihua Law Firm

Jilin

Hu Xiaojing Chengjintian (Changchun) Law Firm

Wu Mingyu Jingjing Junzejun (Changchun) Law Firm

Lawyer Chen Jilin Guolong Law Firm

Shanghai

Lawyer Chen Guohao (Shanghai) Firm

Zhan Deqiang Shanghai Tianshang Law Firm

Gold Wing Shanghai Runyi Law Firm

Yang Shanghai Hengye Law Firm

Qi Guangyi Shanghai Yingtai Law Firm

Liu Shanghai Shuangchuang Law Firm

Zhu Beijing Haotian Xinhe (Shanghai) Law Firm

Lin Shanghai Law Firm

Zhou Yanjun Shanghai Second Polytechnic University, Shanghai Hansheng Law Firm

Luffy Shanghai Law Firm Xinyang Zhongjian Zhonghui Law Firm

Liu Feng Beijing Dacheng (Shanghai) Law Firm

Jiangsu

Wang Lin Jiangsu Jinpingchuan Law Firm

Zhang Peng Suzhou University

Wei Jiangsu Qiongfang Law Firm

Shangjie Nanjing University

Jiangsu Yiyou Tianyuan Law Firm

Wei Jiangsu Su Xu Law Firm

Wenjia Jiangsu Lotte Law Firm

Zhejiang

Shenjing Beijing Deheng (Hangzhou) Law Firm

Wang Yao Zhejiang Aerospace Letter Lawyer Firm

Anhui

Zhan Tao Beijing Dacheng (Hefei) Law Firm

Chen Anhui Law Firm

Fujian

Liu Juan Fujian Yuanda Law Firm

Shandong

Shandong Qiu Yingying Zhou Huan Law Firm

Qifeng Shandong Wenkang Law Firm

Li Xiuyan Shandong Gaogao Law Firm

Meng Fanpeng Dacheng (Jinan) Law Firm

Gao Jun Shandong Zhongcheng Qingtai (Qingdao) Law Firm

Hongfeng Shandong Puxin Law Firm

Duan Shandong Zhongcheng Qingtai (Qingdao) Law Firm

Henan

Shulong Henan Jin Xueyuan Law Firm

Kou Hua Beijing Kangde (Zhengzhou) Law Firm

Hubei

Deng Hubei Zhonglihe Law Firm

Jiehua Central Normal University

Li Yan Hubei Heshan Law Firm

Hunan

Li Hunan Tongcheng Law Firm

Pan Renhe Law Firm

Zhong Zhiqiang Hunan Chongmin Law Firm

Guangdong

Hu Guangdong Law Firm

Zhong Junan Yuedong Risheng Law Firm

Du Yingke (Guangzhou) Law Firm

Peng Shanghai Jianwei (Shenzhen) Law Firm

Yu Zushun Guangdong Yingzun Law Firm

Zhang Shi Guangdong Guanghe Law Firm

Wan Zhang Shangtianqin (Shenzhen) Law Firm

Chen Qian Guangdong Baiqin Law Firm

Zhu Guangdong Lawyer Firm

Chen Tao Guangdong Wande Law Firm

Zhao Yimin Guangdong Jinlun Law Firm

Ye Guangdong Law Firm

木Guangdong Zhuojian Law Firm

Zhang Guangdong Law Firm

Guangxi

Tang Jinsong Guangxi Youcheng Law Firm

Zhang Guangxi Lingda Law Firm

Zeng Huashan Guangxi Guorui Law Firm

Hainan

Liu Daojun Guangdong Huashang (Sanya) Law Firm, Huashang<

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Xiaofeng (Haikou) Lianying Law Firm

Chongqing

Zhao Yin Southwest University of Political Science and Law

Wang Southwest University of Political Science and Law

Qinjie Chongqing Jinyuan Law Firm

Xingquan Southwest University of Political Science and Law

Sichuan

Zhou Meng Sichuan Yongmao Law Firm

Guizhou

Jiang Guojun Guizhou Shangbing Law Firm

Yunnan

Hezhou Yunnan Hongshi Law Firm

Shaanxi

Zhou Beijing Kangda (Xi'an) Law Firm

Shaanxi Fengrui Law Firm

Zhang Xi'an Northwest University of Political Science and Law

Gansu

Yuzhi Gansu He Rui Law Firm

Ningxia

Guan Shanghai Haihuayongtai (Yinchuan) Law Firm

Guo Beijing Yingke (Yinchuan) Law Firm

Cui Beijing Dacheng (Yinchuan) Law Firm

Case 1

Application for unjust enrichment dispute with Company A and Company B supervision.

Case Summary:

Purchasing a commercial house from Company A and Company B respectively. The "Commercial House Sales Contract" signed by both parties: The price of the commercial house in this contract only refers to the seller's sale of the house. The due house price does not include natural gas, CCTV account opening fees and other expenses; natural gas, CCTV account opening fees and other expenses shall be borne by the buyer. 003010 is the format contract provided by Company B. All agreed terms in this contract, including "natural gas, CCTV account opening fees and other expenses shall be borne by the buyer", are underlined.

b. Has the company fulfilled its obligation to prompt and explain standard contract terms? Is the agreement that "natural gas, CCTV account opening fees and other expenses shall be borne by the buyer" valid?

Expert opinion:

Editor's note:

This case is a civil dispute arising from legal facts before the implementation of the Civil Code, and the provisions of the Contract Law and relevant judicial interpretations shall apply. . Correct

For civil dispute cases arising from legal facts after the implementation of the Civil Code, the relevant provisions of the Civil Code shall apply. Compared with Articles 39 and 40 of the Contract Law, Articles 496 and 497 of the Civil Code mainly have the following two changes: (1) The party providing the standard terms is clarified The legal consequence of failing to perform the obligation to provide reminders or explanations is that “if the other party fails to pay attention to or understand a clause that has a significant interest in it, the other party may claim that the clause does not become part of the contract.” (2) It is clearly determined that “the other party is exempted or mitigated from its liability” , increase the liability of the other party, and restrict the main rights of the other party. The invalidity of format clauses is based on the premise of being "unreasonable".

Case provider: Zhang Wen, People's Procuratorate of Huichuan District, Zunyi City, Guizhou Province

Case 2

A case of application for supervision of private lending dispute between A and B

Case Summary:

A sued B to the court, requesting the court to order B to repay the loan principal of 1.5 million yuan and interest. A's authorized litigation agent is his brother C. A submitted to the court two IOUs issued by B to A in the amount of 500,000 yuan and 1 million yuan respectively, as well as a bank transfer of 500,000 yuan and 1 million yuan in the name of A's brother C to a company under B's name. Transfer voucher. During the lawsuit, the two parties reached a mediation agreement and determined that B would repay the loan principal of 1.5 million yuan and interest to A. The court issued a civil mediation document accordingly. B is dissatisfied with the civil mediation letter and applies to the procuratorate for supervision.

The procuratorial organ found that after the court issued the above-mentioned civil mediation letter, the effective criminal judgment related to the above-mentioned civil case established the following facts: C was the direct handler of the loan in the above-mentioned civil case, and A had no actual Participate in the transaction; C stated that he lent 1.5 million yuan to B, and B has returned 500,000 yuan of it; C, by restricting B's personal freedom, forced B to issue documents with A as the creditor, and the amounts were 500,000 yuan and 100,000 yuan respectively. Two IOUs worth ten thousand yuan; B, under C’s repeated threats, reached a mediation agreement with A in the above-mentioned civil case.

Does A’s act of filing a civil lawsuit constitute a false lawsuit? If A's act of filing a civil lawsuit constitutes a false lawsuit, can the procuratorial organ make a retrial procuratorial recommendation for this case in accordance with the provisions of the Civil Procedure Law that "civil mediation documents harm the interests of the country and the interests of the public"?

Expert opinion:

1. Regarding whether A’s act of filing a civil lawsuit constitutes a false lawsuit. Under normal circumstances, the plaintiff in a civil lawsuit concealing the fact that the defendant has paid off part of his debt is not a typical false lawsuit, because after all, there is a real creditor-debt relationship between the plaintiff and the defendant, which is different from the "fictitious civil legal relationship" in the false lawsuit. "The characteristics don't exactly match. However, in this case, A’s act of filing a civil lawsuit constitutes a false lawsuit. The main reason is that: according to the facts determined by the effective criminal judgment, C is the direct person in charge of the loan in the above-mentioned civil case, A did not actually participate in the transaction, and B was in C Only under compulsion did he issue two IOUs to A, and the two bank transfer vouchers submitted by A to the court in the civil lawsuit had nothing to do with A. Therefore, there was no real private lending relationship between A and B. A filed a civil The conduct of the lawsuit conforms to the characteristics of "fabricated facts" and "fictitious civil legal relations" in false litigation, and has constituted a false litigation.

2. Regarding the issue of whether the procuratorial organ can make retrial procuratorial suggestions for this case in accordance with the provisions of the Civil Procedure Law that "the civil mediation document harms the national interests and the interests of the public." According to the relevant provisions of the Civil Procedure Law, if the procuratorial organ finds that the civil mediation letter of the people's court at the same level harms the national interests and the interests of the public, it shall make a retrial procuratorial suggestion to the people's court at the same level or submit a protest to the higher-level procuratorate. The Supreme People’s Procuratorate’s 14th batch of guiding cases, the Wuhan B Investment Company and Others’ False Litigation Supervision Case of Defrauding and Obtaining Mediation Letters (Prosecution Case No. 53) pointed out: “Forging evidence and fabricating facts to file lawsuits, defrauding the People’s Court of Mediation Letters, and obstructing judicial order and Damaging judicial authority may not only damage the legitimate rights and interests of others, but also harm the interests of the state and society, which constitutes a false lawsuit. For such false civil mediation, the procuratorial organ may file a protest in accordance with the relevant provisions of the Civil Procedure Law. The 23rd batch of Guiding Cases of the Procuratorate on Li Weijun and other "routine loan" false litigation cases (Prosecution Case No. 87) also pointed out: "When handling cases involving 'routine loan', the procuratorial organs should find out whether there is any false litigation behavior. The situation of illegal interests. Civil judgments, rulings, mediation agreements, etc. involved in false lawsuits should be supervised in accordance with the law.” Accordingly, the procuratorial organ’s false civil mediation agreement issued by the court in this case may “harm national interests and society.” On the grounds of "public interest", the People's Court at the same level shall submit procuratorial suggestions for retrial in accordance with the law.

Editor's note:

When the procuratorial organs handled this case, the parties had different opinions on whether the procuratorial organs could file a protest against the false civil mediation document in accordance with the law or make procuratorial suggestions for retrial. In order to increase the punishment of illegal and criminal acts of false litigation, the Supreme People's Court, the Supreme People's Procuratorate, the Ministry of Public Security, and the Ministry of Justice jointly issued the "Opinions on Further Strengthening the Punishment of False Litigation Crimes" on March 4, 2021. The Opinion No. Article 18 stipulates: “If the People’s Procuratorate discovers that a legally effective judgment, ruling, or mediation document was obtained by a party to a civil litigation through false litigation, it shall comply with the provisions of Article 208, Paragraph 1, Paragraph 2, and other laws of the Civil Procedure Law. and relevant judicial interpretations, submit procuratorial suggestions for retrial or protest to the People's Court. "Article 75 of the "People's Procuratorate Supervision Rules for Civil Litigation" that will be implemented on August 1, 2021 also stipulates: "The People's Procuratorate finds a civil mediation document. If it harms the interests of the state or the public, it shall submit procuratorial suggestions for retrial or protest to the People's Court in accordance with the law. The People's Procuratorate shall supervise the civil mediation documents obtained by the parties through false litigation in accordance with the provisions of the preceding paragraph.

”

Case providers: Chen Chaowei and Chen Xiaohong from the People’s Procuratorate of Yuqing County, Guizhou Province

Case 3

A case of application for supervision over the dispute between Zhang and Company A over the return of original objects

Case summary:

In December 2008, many owners, including Zhang, purchased shops from Company A and leased them back to Company A in 2015. After the annual lease contract expired, some shop owners did not agree to continue renting back the space and decided to rent it out on their own. On New Year's Day in 2017, "owner representatives" Gao, Guo, Zhao and others spontaneously organized and held an "owners' meeting" and agreed that Company A continued to operate and manage, and most of the owners signed lease-back contracts with Company A. Because Zhang was dissatisfied with the rent, Company A rented Zhang's shop to Company A without authorization. Liu and Zhang did not agree with Company A’s lease agreement and requested that the shop be returned and rented by himself.

This case involves the integrity of the divided property shop. Will the exercise of personal rights by the parties involved affect the overall interests? /p>

Expert Opinion:

Divided property shops are where the developer, due to lack of funds for operation and management, divides the building into independent parts and sells them to the owners respectively, and the owners purchase and then lease them back to the owners. This business model is one in which the developer operates and manages the property in a unified manner and the owner receives a fixed amount of returns on a regular basis. In fact, this type of shop does not have clear boundaries, and it is impossible to forcibly distinguish the scope of rights. Even if the court decides to return the shop, it cannot be implemented in practice. There is indeed a problem of harming the interests of small owners, but the court cannot deal with it purely from the perspective of property rights, otherwise it will cause difficulties in enforcing the partition and building walls, and it will also affect the overall operation of the shopping mall without clear legal provisions on the split. In the case of property rights shops, this issue is about the equitable protection of majority interests and minority interests and the interpretation limits of public interests and the legitimate rights and interests of others. According to the principles of balance of interests and good faith, the ownership of divided property rights shops. The exercise must be restricted to a certain extent, otherwise it will affect the overall operation of the shopping mall. That is, its request for the return of the shops involved will not be supported for the time being, but its deserved benefits should be supported. This is also the majority view in judicial practice: the majority of interests should be protected. In combination with maximizing the utility of property rights, special restrictions are placed on the property rights of shops represented by minority interests.

Editor's note:

The ownership of divided property shops belongs to the owners, and the operation and management is carried out. The developer or operating company is solely responsible for the ownership. Considering the holistic nature of this business model, the owner's exercise of ownership will be subject to certain restrictions. The developer or operating company can conduct unified management based on contract authorization. The terms of the contract clearly stipulate that the owner of the shop should also abide by the relevant terms of the contract when exercising his rights.

Case provider: Wu Xinlei, Xiongan New District Branch of the People's Procuratorate of Hebei Province

Case 4

Case of application for supervision of private lending disputes between Wang and Chen 1 and Chen 2

Case summary:

January to April 2013, Wang issued 4 IOUs to Chen, totaling 21.5 million yuan. In August 2013, Chen died. Chen 1 and Chen 2 are the wife and son of the deceased Chen respectively. The bank transfer records between Chen and Wang show that the amount transferred by Chen to Wang's bank account was 20.44 million yuan, and the amount transferred by Wang to Chen's bank account was 30.9 million yuan. Chen 1 and Chen 2 sued the court based on the above four IOUs, requiring Wang to repay the loan. During the lawsuit, Wang himself made two statements about the IOU: the first statement: the IOU was genuine and the 21.5 million yuan was settled; the second statement: In order to protect his assets from being seized by the debtor, so She wrote an IOU and left it with Chen, who said he would help her. In fact, there is no real lending relationship. The court found that there was a private loan relationship between Wang and Chen, and ordered Wang to repay the loan. Wang refused to accept the court's decision and applied for supervision from the procuratorate, claiming that there was no real private lending relationship between him and Chen.

Is there a real private lending relationship between Wang and Chen?

Expert opinion:

The court found that there was nothing wrong with the private lending relationship between Wang and Chen. The main reasons were: First, Wang admitted for the first time that he and Chen There was a private loan relationship between a certain person as contained in the four IOUs involved in the case, and it was acknowledged that 7 million yuan had been repaid. Later, Wang expressed remorse, but he did not provide contrary evidence sufficient to overturn the above-mentioned facts. Secondly, there is a long-term cooperative relationship between Chen and Wang and the habit of transferring money through a third party. Short-term bank transfer data cannot fully prove the facts of the case. Because Chen has passed away, the financial transactions between him and Wang cannot be fully ascertained objectively. In this case, the financial transactions between Chen and Wang cannot be used as the basis for determining whether the private lending relationship involved in the case exists. Finally, after Chen's death, Wang still transferred 4 million yuan to Chen's account 2. According to the evidence submitted by Chen 2 and combined with the previous statements by Wang and his litigation attorney, the 4 million yuan should be determined as Wang's repayment of the loan owed to Chen 2 during his lifetime.

Editor's note:

According to the provisions of Article 19 of the "Regulations of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases" in August 2020, the People's Court shall The existence of a relationship needs to be comprehensively judged based on factors such as the delivery certificate, payment ability, transaction habits, the size of the loan amount, the relationship between the parties, and the transaction details stated by the parties.

Case provider: Xie Yumei, Jiangxi Provincial People’s Procuratorate

Case 5

A case of application for supervision over a dispute over a commercial housing sales contract between Huang and a real estate company

Summary of the case:

On December 11, 2015, Huang signed a "Commercial House Sales Contract" with a real estate development company, stipulating that Huang purchased a commercial house from a real estate company , the total price is 1.19833 million yuan. Appendix 5 of the "Commercial Housing Sales Contract" provides additional provisions: A real estate company shall submit the information required by a real estate company for ownership registration to the property rights registration authority for filing within 365 days from the date of actual delivery of the commercial housing, and complete the aforementioned obligations within this period. , it is deemed that a real estate company has fulfilled its obligations during the certificate application process, and a real estate company does not need to bear liability for breach of contract; if a real estate company fails to submit ownership registration information more than 365 days from the date of actual delivery of the commercial housing After filing with the property rights registration authority, a real estate company shall pay liquidated damages equal to 50,000% of the house payment received and continue to perform its obligations under the contract. After the contract was signed, Huang had paid the full payment for the house involved in the case. On January 3, 2019, Huang sued the court, requesting an order to order a real estate company to handle the house transfer procedures and pay 158,078 yuan in liquidated damages for overdue certificates. On April 11, 2019, a real estate company submitted the required information to the registration authority.

Is the penalty clause for overdue certificate application an invalid format clause? Is it reasonable to determine that the developer shall be liable for breach of contract in accordance with the liquidated damages clause?

Expert opinions:

1. Regarding the issue of whether the penalty clause for overdue certificate application is an invalid format clause. The "Commercial Housing Sales Contract" signed by Huang and the developer is the true intention of both parties. It does not violate the prohibitive provisions of laws and regulations, and does not damage the legitimate rights and interests of the country, the collective or a third party. It is a legal and valid contract, and both parties should comply with it. The contract stipulates the full performance of one's obligations. The "Commercial Housing Sales Contract" is produced based on the unified text of the commercial housing sales contract, but the specific content of the relevant clauses requires consensus between the two parties and can be modified. It is not a format contract that one party reuses without consulting the other party and cannot be changed. Therefore, it is not an invalid form contract.

2. Regarding the issue of whether it is reasonable to determine that the developer bears liability for breach of contract in accordance with the liquidated damages clause. (1) The liquidated damages for overdue certificate application stipulated in the contract involved in the case are capped at 50,000 yuan of the house price. Based on the fact that the buyer has paid 1.19833 million yuan for the house, the seller only needs to pay liquidated damages of 599.17 yuan, which is obviously too low. It is not conducive to safeguarding the legal rights of owners and cannot play a role in urging a real estate company to actively fulfill its obligation to assist in obtaining certificates.

According to Article 114 of the Contract Law, Huang can request the court to increase the liquidated damages on the grounds that they are less than the losses caused. (2) In addition to the function of living, commercial houses also have the attributes of commodities, that is, they have the function of investment. It can be inferred from common sense that late application for certificates will lead to the loss of trading opportunities, the freedom of trading of the houses involved in the case will be restricted, and it will also lead to capital costs. losses. In this case, the "Commercial Housing Sales Contract" stipulates that the developer shall pay a penalty of 0.05% if the registration exceeds 365 days. Although Huang failed to provide evidence to prove the amount of losses he suffered, the court could comprehensively determine liquidated damages for overdue certificate application based on factors such as the nature and extent of a real estate company's breach of contract and the performance of the contract.

Editor's note:

Liquidated damages are both compensatory and punitive and are designed to urge parties to keep their promises, fulfill their contractual obligations, and maintain transaction stability. In practice, many developers use standard contracts to stipulate very low or even no liquidated damages for overdue certificates, which is not conducive to safeguarding the legitimate rights and interests of owners and fails to urge real estate development companies to actively fulfill their obligations to assist in certificate applications. In order to ensure the effective performance of the contract and protect the legitimate rights and interests of relatively vulnerable home buyers, the "Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Commercial Housing Sales Contract Disputes" specifically stipulates the factors and standards for consideration of liquidated damages.

Case summary:

On August 8, 2015, regarding the capital increase and share expansion of Lan Co., Ltd., an investment center signed a Capital Increase Subscription Agreement with Lan Co., Ltd. (target company) "", the agreement states that an investment center subscribed for 15 million yuan (accounting for 1% of the equity of Lan Co., Ltd., which became a joint-stock company after restructuring); the registered capital of Lan Co., Ltd. before this capital increase and share expansion was 63.68421 million yuan. Lan Co., Ltd. will convert its net assets into shares based on a certain proportion of its audited net assets on June 30, 2015, and change the company as a whole into a joint-stock company.

On the same day, an investment center signed a "Supplementary Agreement" with Lan Co., Ltd. (target company) and Luo (the largest shareholder of Lan Co., Ltd.). The first article of the agreement, "Repurchase Right", stipulates that the target company must be listed on the New OTC Market and introduce market makers (or other forms of capital operation targets recognized by an investment center) before June 30, 2016. If the above circumstances fail Realization, an investment center has the right to require Luo to repurchase all or part of the shares of the target company held by an investment center within three months; Luo should pay the principal calculated with an annualized investment return rate of 12 and the sum of income, the calculation time is from the date when the capital increase is received to the date when the repurchase funds are actually collected.

On September 2, 2015, Investment Center A transferred 15 million yuan of share subscription money to Lan Co., Ltd. On September 18, 2015, Lan Co., Ltd. held the second extraordinary general meeting of shareholders in 2015, which reviewed and approved the "Proposal on Applying for the Company's Stock to be Listed on the National Equities Exchange and Quotations and Transferred by Agreement." An investment center attended the shareholders' meeting as a non-initiator shareholder of Lan Co., Ltd. and voted to approve the motion.

On December 22, 2017, the National Equities Exchange and Quotations Company announced the release of transfer details. The announcement stated that the transfer details will be effective from January 15, 2018. From the date of the implementation of the transfer details, the original transfer method will be by agreement. The shares will be transferred through call auction transfer. After the implementation of the transfer rules, the trading method of Lan Co., Ltd.'s shares was changed from agreement transfer to collective bidding. The transfer method is still collective bidding to this day.

On September 25, 2018, an investment center sent a "Notice on Repurchasing Shares" to Luo via EMS express.

The target company in this case is a limited liability company, but the equity financing gambling agreement requests the largest shareholder, the company’s manager, to repurchase shares. Is this agreement valid? Was the repurchase clause of the "gambling agreement" triggered in this case?

Expert Opinion:

The validity of the betting agreement between investors and shareholders shall be determined in accordance with the law, provided that it does not violate the mandatory provisions of laws and administrative regulations. The focus of the dispute in this case is whether the share repurchase clause agreed by both parties is triggered, that is, whether the "other forms of capital operation targets recognized by Party B" in the "Supplementary Agreement" include the transfer model of the New OTC Market Listing Agreement, that is, an investment center attended the meeting on September 18, 2015 Determination of the nature of the shareholders' meeting and the motion to transfer the target company by agreement at the shareholders' meeting:

First of all, the transaction method at that time was transfer by agreement or market maker. For example, according to the explanation of an investment center In order to cooperate with the target company's early listing, if it votes in favor, both parties are voting conditionally, and the two parties should make separate agreement arrangements for this behavior, or make transitional arrangements for the market maker after the agreement is transferred. For example, from the time of voting to the expiration of the betting period (excluding the expiration of the betting period), an investment center and Luo did not reach a relevant agreement, and an investment center even did not advocate to Luo that both parties need to confirm the nature of this behavior. , it can be understood that an investment center believes that it is difficult for market makers, or for other reasons, an investment center then recognizes other forms of capital operation targets, that is, agreement transfer methods.

Secondly, after investigation, on November 9, 2015, the sponsoring securities company of the National Equities Exchange and Quotations of the National Equities Exchange and Quotations issued the "National Equities Exchange and Quotations Co., Ltd." regarding the first application document for the listing of Lan Co., Ltd. "Reply to Feedback" Article 1 Special Issues of the Company Point 2: "Does the agreement signed by the company, original shareholders and institutional investors contain any content involving provisions such as gambling and equity repurchase? If so, please further check whether There are circumstances that harm the interests of the company and creditors; whether the company's original shareholders have the ability to repurchase, and the stability of the company's equity. Reply: After verification by the sponsoring securities firm and lawyer, Lan Co., Ltd. and its original shareholders have made investment agreements with some investment institutions. and equity repurchase terms. Luo, the actual controller of Lan Co., Ltd., has agreed on share repurchase terms with some investment institutions. The specific situation is as follows?" The target company and major shareholders did not disclose the equity repurchase agreement involved in the case when disclosing information to the public before listing. This reply was given after the applicant voted and was made public. If an investment center has objections to the disclosure, it can promptly take remedial measures to object to its untrue information disclosure and provide remedial actions and relevant evidence. If the equity repurchase agreement involved in the case was not included in the response feedback and an investment center did not object, it can be inferred that the investment center believes that the repurchase clause in the equity repurchase agreement has lost the possibility of triggering, and it can further be determined that the transfer agreement is the true expression of intention of both parties. , are also other capital operation targets recognized by an investment center. In summary, it should be considered that the share repurchase clause in this case was not triggered.

Editor's note:

According to the opinions of the "Minutes of the National Courts' Civil and Commercial Trial Work Conference" (2019), for the " Gambling Agreement", if there are no other invalid reasons, it should be deemed valid and support its actual implementation. However, for the "gambling agreement" that the investor proposes to sign with the target company, it should comply with the mandatory provisions of "shareholders are not allowed to withdraw capital" and share repurchase.

Case provider: Wang Tingting of the People's Procuratorate of Zhuhai City, Guangdong Province

(Procuratorial Daily) Related questions and answers: How can I see interest on the monthly profit of Hefei Huishang Bank? You can check it on online banking or mobile banking. Find the Yuedeli item and click to check. If it doesn't work, you can call or go to the business office to check.