Source: Oriental Law Search
♢ Case index: Appellants Songyuan Lianhua Petroleum Development Co., Ltd. (hereinafter referred to as Songyuan Lianhua Petroleum Company) and Tianjin Keheng Real Estate Investment Co., Ltd. (hereinafter referred to as Tianjin Keheng Company) were involved in The case of contract dispute between the appellee China Huarong Asset Management Co., Ltd. Jilin Branch (hereinafter referred to as Huarong Jilin Branch) and the first-instance defendants Zhang Dongliang and Yang Xusheng [(2020) Supreme Court Civil Final No. 1323]
♢ Judgment Summary :
The case involved the "Credits Transfer Agreement", "Repayment Agreement" and Supplementary Agreement clearly stipulated that if the debtor fails to pay any period of restructuring grace compensation as agreed, Huarong Jilin will The provincial branch has the right to increase the restructuring grace compensation rate to an annualized rate of 24% for all outstanding restructured debts. In the second instance of this case, Huarong Jilin Branch, Songyuan Lianhua Petroleum Company, and Tianjin Kecheng Company all recognized that the restructuring grace compensation stipulated in the above contract was essentially the interest on the loan involved in the case. "Several Opinions of the Supreme People's Court on Further Strengthening Financial Trial Work" stipulates: "The borrower of a financial loan contract claims that the interest, compound interest, penalty interest, liquidated damages and other expenses simultaneously claimed by the lender are too high and significantly deviate from the actual situation. , requests for reduction of the portion exceeding the annual interest rate of 24% shall be supported.” For financial loans from financial institutions, the judicial protection limit for interest rates is an annual interest rate of 24%. Accordingly, Huarong Jilin Branch claimed the loan interest involved in the case from the debtors Songyuan Lianhua Petroleum Company and Tianjin Keheng Company at the maximum annual interest rate of 24%, which not only had a contractual basis, but also did not violate the mandatory provisions of the law. There is nothing inappropriate in supporting this. This court will not support the appeal of Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company that the grace compensation for the restructuring involved in the case should not be paid.
※ Note: 1. Financial loan contracts are subject to statutory interest rates, and there is no upper limit; 2. Interest reduction in financial loan contracts is conditional on the borrower making a claim.
Civil Judgment of the Supreme People's Court of the People's Republic of China
(2020) Supreme Court Civil Final No. 1323
Appellant (defendant in the first instance): Songyuan Lianhua Petroleum Development Co., Ltd. Residence: No. 699, Xiamen Street, Economic and Technological Development Zone, Songyuan City, Jilin Province.
Legal representative: Zhang Dongliang, executive director of the company.
entrusted litigation agent : Li Mo, a lawyer at Beijing Chuangshi Law Firm.
’s entrusted litigation agent: Yang Xianjun, a lawyer at Beijing Chuangshi Law Firm.
Appellant (defendant in the first instance): Tianjin Keheng Real Estate Investment Co., Ltd. Residence: Office Building 201-2, Fuyuan Economic Zone, Meichang Town, Wuqing District, Tianjin.
Legal representative: Guan Wentao, general manager of the company.
’s entrusted litigation agent: Li Mo, a lawyer at Beijing Chuangshi Law Firm.
’s entrusted litigation agent: Yang Xianjun, a lawyer at Beijing Chuangshi Law Firm.
Appellee (plaintiff in the first instance): Jilin Branch of China Huarong Asset Management Co., Ltd. Business location: No. 917, Tongzhi Street, Chaoyang District, Changchun City, Jilin Province. Person in charge of
: Li Deqing, general manager of the branch.
’s entrusted litigation agent: Li Yanxin, a lawyer at Jilin Gongcheng Law Firm.
’s entrusted litigation agent: Wang Tingting, a lawyer at Jilin Gongcheng Law Firm.
Defendant in the first instance: Zhang Dongliang, male, born on June 4, 1971, Han nationality, living in Chaoyang District, Changchun City, Jilin Province.
Defendant in the first instance: Yang Xusheng, male, born on March 16, 1959, Han nationality, living in Huanggu District, Liaoning Province.
’s entrusted litigation agent: Li Mo, a lawyer at Beijing Chuangshi Law Firm.
’s entrusted litigation agent: Yang Xianjun, a lawyer at Beijing Chuangshi Law Firm.
The appellants Songyuan Lianhua Petroleum Development Co., Ltd. (hereinafter referred to as Songyuan Lianhua Petroleum Company) and Tianjin Keheng Real Estate Investment Co., Ltd. (hereinafter referred to as Tianjin Kecheng Company) had conflicts with the appellee China Huarong Asset Management Co., Ltd. Jilin Provincial Branch (hereinafter referred to as Huarong Jilin Provincial Branch) and the defendants Zhang Dongliang and Yang Xusheng in the first instance were dissatisfied with the civil judgment No. 27 Ji Minchu (2019) of the High People's Court of Jilin Province and appealed to this court. After the court filed the case on December 16, 2020, it formed a collegial panel in accordance with the law and held a hearing. Li Mo and Yang Xianjun, the joint attorneys of the appellants Songyuan Lianhua Petroleum Company and Tianjin Keheng Company, and the first-instance defendant Yang Xusheng, and Li Yanxin and Wang Tingting, the attorneys of the appellee Huarong Jilin Branch, attended the court to participate in the litigation. The defendant in the first instance, Zhang Dongliang, refused to appear in court to participate in the proceedings without justifiable reasons after receiving a summons. This case has now been concluded.
Appeal requests from Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company: 1. To revoke the (2019) Ji Minchu No. 27 Civil Judgment No. 1 in the first item, which ordered Songyuan Lianhua Petroleum Company to pay restructuring grace compensation of 75,745,027.78 yuan (since March 2019 From the 13th to the date of payment, the reorganization grace compensation) will be separately calculated based on RMB 162 million and an annual interest rate of 24%, and the second, third, fourth, and fifth items will be cancelled; 2. The revised judgment and rejection of Huarong Jilin In addition to the 162 million yuan loan principal raised by the provincial branch in the first instance, the case may be remanded for retrial; the litigation costs of the third, first and second instances will be fully borne by Huarong Jilin Provincial Branch. Facts and reasons: The first-instance judgment contained errors in the characterization of the legal relationship of the case. (1) The so-called acquisition and restructuring of bad debts and in the contract involved in the case is a false expression of intention, and the true intention is a financial loan legal relationship. 1. The loan period of the "IOU" submitted by Huarong Jilin Branch is inconsistent with the "Loan Contract". 2. Jilin Province Jianrong Investment Co., Ltd. (hereinafter referred to as Jianrong Company) actually paid Songyuan Lianhua Petroleum Company on November 5, 2015, but Songyuan Lianhua Petroleum Company had prepaid for 20 days on November 2, 2015. Funding is 1.44 million yuan. 3. When Jianrong Company and Huarong Jilin Branch signed the "Credits Transfer Agreement" on November 10, 2015, the 180 million yuan payment had not yet expired, and Songyuan Lianhua Petroleum Company owed the capital occupation fee is zero, obviously it does not belong to "overdue loans" or "bad debts". 4. The "Credits Transfer Agreement" stated that the 180 million yuan credit had become non-performing on November 6, 2020, the day after Jianrong Company completed the payment. (2) Jianrong Company is actually providing channel business by lending this amount of money. As a state-owned enterprise, Jianrong Company should pay attention to ensuring the safety of funds. In principle, it will not lend money unless guarantee measures are in place. However, in this case, before Jianrong Company issued the loan, neither the collateral agreed in the mortgage contract nor the pledge agreed in the three "Rights Pledge Contracts" were mortgaged and pledged, nor were the compulsory procedures agreed upon in the contract. Perform notarization . In addition, the "Loan Contract" and related guarantee contracts submitted by Huarong Jilin Branch are consistent with the "Lianhua 2015-1" "Credits Transfer Agreement", "Lianhua 2015-2" "Repayment Agreement" and related guarantee agreements Signed on the same day, it also proves the collusion and conspiracy between Huarong Jilin Branch and Jianrong Company. On November 19, 2015, Jianrong Company calculated a fee of 936,000 yuan based on the standard of 0.4‰ per day multiplied by the actual number of days the payment was used, and issued a "capital occupation fee" invoice of 936,000 yuan to Songyuan Lianhua Petroleum Company, that is, Jianrong Company Songyuan Lianhua Petroleum Company's channel fee has been collected on that day. (3) Another acquisition and reorganization of bad debt worth 90 million yuan, which is closely related to the 180 million yuan acquisition and reorganization of bad debt involved in this case, is also a false expression of intention. The 90 million yuan was transferred on November 6, 2015, and was deemed non-performing on November 10, 2015, which was also obviously false. (4) The real legal relationship hidden in this case is the financial loan contract relationship between Huarong Jilin Branch, Songyuan Lianhua Petroleum Company, and Tianjin Keheng Company. The purpose is to borrow new and repay old .Before the acquisition of bad debts and debt restructuring involved in the case, Tianjin Keheng Company owed Huarong Jilin Branch a debt principal of 250 million yuan. On September 25, 2015, Tianjin Keheng Company repaid a principal of 5.1 million yuan, and the remaining balance was 250 million yuan. The principal amount is 244.9 million yuan. The circular flow of 180 million yuan of funds clearly proves that Huarong Jilin Branch used Jianrong Company as a channel to issue new loans to repay the original debt owed by Tianjin Keheng Company. Through the acquisition and reorganization of bad debts involving 180 million yuan and 90 million yuan, and the repayment of debts, Huarong Jilin Branch finally borrowed a new loan of 270 million yuan from Tianjin Keheng Company to repay the original debt owed by Tianjin Keheng Company. The purpose of the old accounts of Huarong Jilin Branch of 244.9 million yuan. Regarding the collection and repayment of the principal and interest of the loans of 180 million yuan and 90 million yuan, the accounting vouchers of the parties involved, the invoices of Huarong Jilin Branch, and the bank transfer receipts and other financial materials all recorded that the loans were The principal and interest can also prove the actual existence of a financial loan contract relationship between the parties. 2. The court of first instance clearly erred in not determining the cause of this case as a dispute over a financial loan contract. Based on the true intention of the parties in this case to borrow money, and because Huarong Jilin Branch is a financial asset management company, the cause of this case should be a dispute over a financial loan contract. 3. The "Credits Transfer Agreement", "Repayment Agreement" and supplementary agreements involved in the case should be confirmed to be invalid according to law. The first-instance judgment recognized that Huarong's Jilin Branch was "suspected of evading industry supervision and issuing loans in violation of regulations," but applied the relevant standards of "professional lenders" in private lending to determine that the agreement involved in the case was valid, which was an obvious error in the application of the law. (1) The acquisition and reorganization of non-performing debt involved in the case is clearly a "civil legal act carried out with a false intention" and should be confirmed as invalid according to law. (2) Huarong Jilin Provincial Branch engaged in lending business without approval, which is an illegal financial activity and violates the validity and mandatory provisions of laws and administrative regulations. Therefore, the financial loan contract, supplementary agreement and related guarantee agreement that actually exist in this case should also be confirmed as invalid. (3) The reasons for the first-instance judgment that the agreement was valid cannot be established. Since the court of first instance has determined that Huarong's Jilin Branch "is suspected of evading industry supervision and issuing loans in violation of regulations," the legal effect of its actions should be denied. 4. The contract involved in the case was invalid because Huarong Jilin Branch was engaged in illegal lending financial business activities. Therefore, after the contract involved in the case was confirmed to be invalid, all losses should be borne by it. The court of first instance ruled that there was no basis for the restructuring grace compensation of RMB 75,745,027.78 paid by Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company until March 12, 2019. The court of first instance cited Article 26 of the "Provisions of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases" and ruled that Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company should pay the restructuring grace compensation at the standard of annual interest 24%. It is an error in applicable law. 5. The court of first instance made an error in not adding Jianrong Company as the third party in this case in accordance with the law. Jianrong Company colluded with Huarong Jilin Branch to evade supervision through the transfer of so-called bad debts. Jianrong Company was added as a party to this case to facilitate the investigation of the facts of the case. 6. Because the main contract is invalid, all the guarantee agreements involved in the case, including the "Mortgage Agreement", "Guarantee Agreement" and "Pledge Agreement", are also invalid. There is no basis for the first-instance judgment to realize the mortgage rights and pledge rights, and to require the guarantor to assume joint and several liability.
Huarong Jilin Branch argued that: 1. The original claim involved in the case is legal and valid. Songyuan Lianhua Petroleum Company has clearly informed the original creditor that Jianrong Company is unable to repay the debt, and jointly confirmed that the original claim has become non-performing. Huarong Jilin Branch The company acquired the non-performing assets and the "Repayment Agreement" and supplementary agreements formed based on the non-performing assets are legal and valid. 2. Since the "Credits Transfer Contract", "Repayment Agreement" and Supplementary Agreement involved in the case are legal and valid, Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company should bear the repayment and guarantee responsibilities. 3. It was not inappropriate for the court of first instance to determine that the cause of this case was a contract dispute. 4. There is no need to add Jianrong Company as a party in this case. In summary, we request the second instance to reject the appeal and uphold the original judgment.
Yang Xusheng did not respond.
Huarong Jilin Provincial Branch’s first-instance litigation claims: 1. Order Songyuan Lianhua Petroleum Company and Tianjin Keheng Company to immediately pay the principal of Huarong Jilin Provincial Branch’s restructured debt of 162 million yuan; 2. Order Songyuan Lianhua Petroleum Company , Tianjin Keheng Company immediately paid Huarong Jilin Branch the restructuring grace compensation of 757,45027.78 yuan calculated until March 12, 2019, and the restructuring grace compensation from March 12, 2019 to the date of actual payment of all debts. , based on 162 million yuan, calculated at a rate of 24%/year multiplied by the actual number of days of payment divided by 360; 3. Order Songyuan Lianhua Petroleum Company and Tianjin Keheng Company to immediately pay Huarong Jilin Branch The lawyer's agency fee is 150,000 yuan (the rest will be claimed after the actual occurrence); 4. The court ordered Zhang Dongliang and Yang Xusheng to bear joint and several liability for the debts in the aforementioned one to three litigation claims; 5. The court ordered Huarong Jilin Branch to have The right to exercise the mortgage right against the mortgage provided by Tianjin Kecheng Company within the scope of the claims in the above one to three items (the mortgaged property is: the number of the real estate certificate number ×× issued by the Tianjin Real Estate Registration and Certification Trading Center Mortgage property registered in the Certificate of Rights No. 6); 6. The court ordered Huarong Jilin Branch to have the right to exercise the pledge right (pledged equity) within the scope of the claims in the above one to three litigation claims for the equity pledged by Yang Xusheng and Zhang Dongliang. It is: Yang Xusheng under the Pledge Registration No. 220721201512250001 of the Industrial and Commercial Administration Bureau of Qianguo'erluos Mongolian Autonomous County (Qianguo) Stock Pledge Registration No. [2015] No. 000016 "Equity Pledge Establishment Registration Notice" Holds 15.4% of the equity of Songyuan Lianhua Petroleum Company corresponding to a capital contribution of 2 million yuan and its derivative rights; (Qian Guo) Stock Pledge Registration No. [2015] No. 000017 "Equity Pledge Establishment Registration Notice" registration of pledge rights No. 220721201512250002, Zhang Dongliang holds 84.6% of the equity of Lianhua Petroleum Company corresponding to the capital contribution of 11 million yuan and its derivative interests); 7. Order Songyuan Lianhua Petroleum Company, Tianjin Keheng Company, Zhang Dongliang, and Yang Xusheng to jointly bear the responsibility for this case Litigation fees such as acceptance fees and preservation fees.
The Jilin Provincial High People's Court first instance found that: On December 18, 2013, Huarong Jilin Provincial Branch signed the " Debt Restructuring Agreement " with Tianjin Keheng Company and Songyuan Lianhua Petroleum Company, stipulating that Huarong Jilin Provincial Branch Signed a "Credits Transfer Agreement" with Beijing International Trust Co., Ltd. , a non-party outside the case, and Beijing International Trust Co., Ltd. transferred its 250 million yuan principal of claims against Songyuan Lianhua Petroleum Company and its related rights and interests to Huarong Jilin Province branch. Huarong Jilin Branch became a creditor of Songyuan Lianhua Petroleum Company and enjoyed corresponding claims against Songyuan Lianhua Petroleum Company in accordance with the law. At the same time, it was agreed that Tianjin Kecheng Company should perform the contractual obligations of the "Credits Transfer Agreement" on behalf of Songyuan Lianhua Petroleum Company. On December 16, 2014, Huarong Jilin Branch and Tianjin Kecheng Company signed the Supplementary Agreement to the Debt Restructuring Agreement. The restructuring period will be adjusted from December 30, 2013 to December 20, 2016.
On November 1, 2015, Jianrong Company and Songyuan Lianhua Petroleum Company signed a "Loan Contract" numbered jljr[2015-1]. Agreement: Songyuan Lianhua Petroleum Company borrowed 180 million yuan from Jianrong Company with a term of 20 days. From November 1, 2015 to November 20, 2015. The capital occupation fee is 0.4 per thousand per day, and the loan date is November 6, 2015. Songyuan Lianhua Petroleum Company paid a capital occupation fee of 936,000 yuan to Jianrong Company. On that day, Jianrong Company signed a Mortgage Contract with Tianjin Kecheng Company. Tianjin Kecheng Company uses all its projects under construction to provide mortgage guarantee for the above-mentioned "Loan Contract". On the same day, Jianrong Company and Tianjin Kecheng Company signed a "Guarantee Contract". Provide joint liability guarantee for the above-mentioned "Loan Contract". On the same day, Jianrong Company signed a "Guarantee Contract" with Zhang Dongliang. Provide joint liability guarantee for the above-mentioned "Loan Contract". On the same day, Jianrong Company signed the "Rights Pledge Contract" with Zhang Dongliang, Zhang Hairong and Yang Xusheng respectively. It was agreed that Zhang Dongliang, Zhang Hairong, and Yang Xusheng, based on their equity holdings of RMB 3.5 million in Songyuan Lianhua Petroleum Company, held RMB 7.5 million equity in Songyuan Lianhua Petroleum Company, would be responsible for the above-mentioned "loans" "Contract" provides pledge guarantee .On November 6, 2015, Jianrong Company and Songyuan Lianhua Petroleum Company signed a "Confirmation of Creditor's Rights". It was confirmed that Jianrong Company has a creditor's right of RMB 180 million against Songyuan Lianhua Petroleum Company.
On November 10, 2015, Huarong Jilin Branch, Jianrong Company, and Songyuan Lianhua Petroleum Company signed the "Credits Transfer Agreement" numbered Lianhua 2015-1. Jianrong Company transferred its 180 million yuan creditor's rights under the "Loan Contract" numbered jljr[2015-1] on November 1, 2015 to Huarong Jilin Provincial Branch. As of November 6, 2015 (i.e., the base date of and ), the debtor Songyuan Lianhua Petroleum Company still had 180 million yuan outstanding. At the same time, it is stated that the unpaid capital occupation fee is RMB zero (lowercase 0 yuan). Since the debtor is unable to repay, it has become a non-performing asset. The transferor, Jianrong Company, agrees to transfer all rights and interests in the above claims to the transferee, Huarong Jilin Branch, in accordance with the terms of this agreement.
On November 10, 2015, the creditor Huarong Jilin Branch signed a "Repayment Agreement" with the debtor Songyuan Lianhua Petroleum Company. Agreement: Based on the "Credits Transfer Agreement" No. 2015-1 signed between Huarong Jilin Branch, Songyuan Lianhua Petroleum Company and the transferor, Songyuan Lianhua Petroleum Company was unable to submit the claim to Huarong in a timely manner due to operational difficulties. Jilin Provincial Branch repaid the aforementioned debts. Upon application by Songyuan Lianhua Petroleum Company, Huarong Jilin Provincial Branch agreed to grant Songyuan Lianhua Petroleum Company a 24-month repayment grace period, that is, from November 17, 2015 to 2017 Ends November 16th. Repayment Agreement 2.1 stipulates: Because Huarong Jilin Provincial Branch gave Songyuan Lianhua Petroleum Company a grace period for repayment and allowed Songyuan Lianhua Petroleum Company to defer debt repayment, which affected the use of funds of Huarong Jilin Provincial Branch, Songyuan Lianhua Petroleum Company In addition to repaying all debts to Huarong Jilin Provincial Branch, the company also needs to pay restructuring grace compensation to Huarong Jilin Provincial Branch. The creditor's rights transfer price paid by Huarong Jilin Provincial Branch's creditor's rights is 180 million yuan. As restructured debt, 13%/year in the first year and 14%/year in the second year are used as the restructuring grace compensation ratio, based on the amount of funds occupied by Songyuan Lianhua Petroleum Company’s deferred repayment and the deferred repayment of Huarong Jilin Branch Calculate the actual number of days; Article 2.2 stipulates: Songyuan Lianhua Petroleum Company shall repay 18 million yuan to Huarong Jilin Branch on the day when the repayment grace period is 12 months from the start date, and 24 months from the repayment grace start date. Repay 162 million yuan on the same day of the month; Article 2.3 stipulates that the restructuring grace compensation shall be calculated on a daily basis and paid quarterly. Songyuan Lianhua Petroleum Company shall pay Huarong Jilin Branch the transfer price on the same day every three months. Rongjilin Branch shall pay restructuring grace compensation for the current period; restructuring grace compensation for the current period = unpaid restructuring debt × restructuring grace compensation ratio × corresponding actual number of days of deferred repayment ÷ 360; Article 2.5 stipulates: If Songyuan Lianhua Petroleum Company fails If any period of restructured debt can be repaid as stipulated in this agreement, Huarong Jilin Branch has the right to increase the grace compensation rate for all outstanding restructured debts to 24%/year from the overdue date; at the same time, from the overdue date From the date of the date to the date when Songyuan Lianhua Petroleum Company repays the unpaid portion of the restructured debt, the unpaid portion of the restructured debt shall be paid by Songyuan Lianhua Petroleum Company to Huarong Jilin at the standard of 50,000 per day. The provincial branch shall pay liquidated damages; Article 2.6 stipulates: If Songyuan Lianhua Petroleum Company fails to pay any period of restructuring grace compensation as stipulated in this agreement, Huarong Jilin Provincial Branch shall have the right to pay all unpaid compensation from the overdue date. The rate of restructuring grace compensation for the repayment of restructured debt is increased to 24%/year; at the same time, from the overdue date to the date when Songyuan Lianhua Petroleum Company pays off the unpaid portion of the restructuring grace compensation payable, the restructuring grace compensation for the unpaid portion will be Songyuan Lianhua Petroleum Company will pay liquidated damages to Huarong Jilin Branch at the standard of five ten thousandths per day. It is also agreed that the costs (including attorney fees) incurred due to the conclusion, performance and dispute resolution of this agreement shall be borne by Songyuan Lianhua Petroleum Company.
On November 10, 2015, Huarong Jilin Branch signed a Mortgage Agreement with Tianjin Keheng Company.The scope of the mortgage guarantee includes the principal of the restructured debt under the master agreement, reorganization grace compensation, liquidated damages, damages, other amounts payable to Party A (including but not limited to relevant handling fees, telecommunications fees, miscellaneous fees, etc.) and Expenses incurred to realize claims and mortgage rights. All mortgages have been registered as mortgages at the Tianjin Real Estate Registration and Certification Trading Center (numbered as Real Estate Certificate No. ××) on November 13, 2015, and the mortgage rights have been registered with Huarong Jilin Branch. under the name.
On November 10, 2015, Huarong Jilin Branch signed a "Guarantee Agreement" with Zhang Dongliang. Zhang Dongliang provides joint liability guarantee for all claims formed by the main agreement. The scope of the guarantee includes restructuring debts under the master agreement, restructuring grace compensation, liquidated damages, damages, other amounts payable to Huarong Jilin Branch and all other payable expenses.
On December 3, 2015, Huarong Jilin Branch signed a "Pledge Agreement" with Tianjin Keheng Company. The pledge is a specific account established by Huarong Jilin Branch. Tianjin Keheng Company deposits funds on time and in full in accordance with the following agreement to guarantee the main creditor's rights under the main agreement. Tianjin Cohen Company did not deposit funds into this specific account when the house was sold.
On December 25, 2015, Huarong Jilin Branch signed "Pledge Agreements" with Zhang Dongliang and Yang Xusheng respectively. Agreement: Zhang Dongliang and Yang Xusheng pledged their respective 84.6% and 15.4% equity interests in Songyuan Lianhua Petroleum Company and their derived interests to provide pledge guarantee for the debts borne by Songyuan Lianhua Petroleum Company against Huarong Jilin Branch. The scope of the pledge guarantee includes: restructuring debts under the main agreement, restructuring grace compensation, liquidated damages, damages, other amounts payable to Party A and all other payable expenses. The equity pledge was processed at the Industrial and Commercial Administration Bureau of Qianguo'erluos Mongolian Autonomous County on December 25, 2015 [Equity Pledge Establishment Registration Notice (Qianguo) Stock Pledge Registration No. (2015) No. 000017]. Registration number: 220721201512250002. Amount of pledged equity: 11 million yuan/10,000 shares. The [Equity Pledge Establishment Registration Notice (Qianguo) was processed at the Industrial and Commercial Administration Bureau of Qianguo'erluos Mongolian Autonomous County on December 25, 2015. Stock Pledge Registration No. (2015) No. 000016] Pledge registration number: 220721201512250001, equity pledge amount: 2 million yuan/10,000 shares equity pledge registration.
On December 25, 2015, Huarong Jilin Branch signed the "Supplementary Agreement to the Repayment Agreement" (hereinafter referred to as Supplementary Agreement 1) with Songyuan Lianhua Petroleum Company and Tianjin Keheng Company. Zhang Dongliang signed and sealed the guarantor's office, and agreed to continue to assume joint and several liability guarantees in accordance with the "Repayment Agreement" and this agreement. Tianjin Kecheng Company stamps the official seal on the mortgage guarantor. At the same time, it was clarified that Tianjin Kecheng Company was added as a debtor, and it and Songyuan Lianhua Petroleum Company jointly bear the obligation to repay the debt principal and pay restructuring grace compensation. The second stipulation is that due to the occupied funds of Huarong Jilin Branch due to the restructured debt, restructuring grace compensation shall be paid to Huarong Jilin Branch. The rate of restructuring grace compensation is 13%/year in the first year and 14%/year in the second year. year, based on 360 days per year, from the effective date of this agreement, based on the amount of funds actually occupied by the debtor and the number of days. The third stipulation: The repayment of the restructured debt will continue to be performed in accordance with the second stipulation of the "Repayment Agreement". Article 4 stipulates: Reorganization grace compensation shall be paid on the same day every three months from the date Party A pays the acquisition price, and all reorganization grace compensation payable for the year shall be paid before the end of the year; if the debtor fails to pay any reorganization grace compensation as agreed in Article 4, Section 4.1 If the grace compensation for the first phase of restructuring is exceeded, starting from the day after the maturity date, Huarong Jilin Branch has the right to increase the restructuring grace compensation rate stipulated in Article 2, Section 2.1 of this Agreement, for all unpaid restructuring debts to 24%/year; at the same time, from the day after the maturity date to the date when the debtor repays the unpaid portion of the restructuring grace compensation, the rate of the unpaid portion of the restructuring grace compensation shall be 0.05% per day. The debtor shall pay liquidated damages to Huarong Jilin Branch. All guarantors confirm their agreement to Supplementary Agreement 1.The Supplementary Agreement is an integral part of the Repayment Agreement and supplements and replaces the relevant provisions of the Repayment Agreement. The contents of the Repayment Agreement that are not covered by the Supplementary Agreement will continue to be valid.
On August 16, 2016, Huarong Jilin Branch and Songyuan Lianhua Petroleum Company signed the Supplementary Agreement to the Repayment Agreement (hereinafter referred to as the Supplementary Agreement 2). The guarantor's office was signed by Zhang Dongliang and Yang Xusheng respectively and stamped with the official seal of Tianjin Keheng Company and Zhang Dongliang's name seal, agreeing to continue to bear joint and several liabilities in accordance with the "Repayment Agreement" and this agreement. Agreement: The compensation rate for the restructuring grace period will be adjusted to 11.5%/year from May 18, 2016 until the end of the project. If the debtor fails to agree to pay any period of restructuring grace compensation, the compensation rate will be adjusted from the day after the expiration date. , Huarong Jilin Branch has the right to increase the restructuring grace compensation rate stipulated in Article 2.1 of this Agreement to 24%/year for all unpaid restructuring debts.
The first instance also found that on November 20, 2015, Huarong Jilin Branch signed a "Credits Transfer Agreement" with Songyuan Lianhua Petroleum Company and Tianjin Keheng Company, stating that Songyuan Lianhua Petroleum Company signed a "credit transfer agreement" on November 6, 2015. Japan lent 90 million yuan to Tianjin Kecheng Company, which resulted in a non-performing creditor's right on November 10, 2015. Therefore, Songyuan Lianhua Petroleum Company's 90 million yuan creditor's right against Tianjin Kecheng Company was transferred to Huarong Jilin Branch. On the same day, Huarong Jilin Branch signed a "Repayment Agreement" with Tianjin Kecheng Company. Agreements were made on the repayment of the 90 million yuan of restructured debt, reorganization grace compensation, etc. During the performance of the
contract, the loan of 90 million yuan was repaid on September 30, 2017, and interest of 21,501,500 yuan was paid. On November 5, 2015, Jianrong Company remitted 180 million yuan to Songyuan Lianhua Petroleum Company, and on November 6, 2015, Songyuan Lianhua Company transferred 90 million yuan to Tianjin Kecheng Company in two tranches of 180 million yuan. On November 6, 2015, Tianjin Keheng Company transferred 90 million yuan in two installments to Huarong Jilin Branch of 180 million yuan. Huarong Jilin Branch transferred 180 million yuan to Jianrong Company in two installments of 100 million yuan and 80 million yuan on November 17, 2015. Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company have failed to pay the restructuring grace compensation as agreed since May 17, 2017, and failed to repay the principal of the restructuring debt as agreed when the repayment period expired on November 16, 2017. After several negotiations with Huarong Jilin Branch to collect the debt, Songyuan Lianhua Petroleum Company and Tianjin Keheng Company still have not fulfilled their payment obligations. As of the time of prosecution, in addition to paying RMB 18 million, they still owed RMB 162 million in principal of the restructured debt and other reorganizations. Except for the nominal cumulative interest repayment of RMB 26,574,750 in grace compensation, other restructuring grace compensation has not been repaid. Huarong Jilin Branch paid 150,000 yuan in legal fees for this case.
The Jilin Provincial High People’s Court held at the first instance that the focus of dispute in the first instance of this case was: 1. The cause of the case; 2. The validity of the contract; 3. The issue of whether Jianrong Company should be added as a party to the case; 4. Songyuan Lianhua Petroleum Company . The liability issues that Tianjin Keheng Company should bear; 5. The validity issues of the "Mortgage Agreement", "Pledge Agreement" and "Guarantee Agreement" involved in this case.
1. Regarding the cause of action of this case. Huarong Jilin Branch filed this lawsuit based on the "Credits Transfer Agreement", "Repayment Agreement" and Supplementary Agreements I and Supplementary Agreement II, requiring Songyuan Lianhua Petroleum Company and Tianjin Keheng Company to assume obligations as stipulated in the agreement. Huarong Jilin The basis of the provincial branch's right to sue is the "Credits Transfer Agreement", "Repayment Agreement" and supplementary agreement. The rights and obligations stipulated in the above-mentioned agreements are not a named contract stipulated in the "Contract Law of the People's Republic of China". The cause of this case is determined to be a contract. dispute.
2. Regarding the validity of the contract. The "Credits Transfer Agreement", "Repayment Agreement" and supplementary agreements provided by Huarong Jilin Branch are the true expressions of the parties' intentions. Although judging from the signing time of the "Loan Contract" and the "Credit Transfer Agreement", Huarong Jilin Branch is suspected of evading industry supervision and issuing loans in violation of regulations, but similar cases have not found that Huarong Jilin Branch has the same There is no other evidence to prove that Huarong Jilin Branch regularly issued loans to unspecified entities, and based on this, it was determined that the contract violated the mandatory provisions of the law and was invalid.Therefore, the "Credits Transfer Agreement", "Repayment Agreement" and the two supplementary agreements are all valid.
3. Regarding whether Jianrong Company should be added as a party to this case to participate in the litigation. Huarong Jilin Provincial Branch and Jianrong Company signed a "Credits Transfer Agreement". Jianrong Company transferred its rights to Huarong Jilin Provincial Branch. Songyuan Lianhua Petroleum Company and Tianjin Keheng Company have defense rights against Jianrong Company. can be exercised against Huarong Jilin Branch. Jianrong Company is not required to participate in the litigation of this case. The first-instance court did not support the claims of Songyuan Lianhua Petroleum Company and Tianjin Keheng Company to add Jianrong Company as a party to this case.
4. Regarding the responsibilities that Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company should bear. 1. Jianrong Company remitted 180 million yuan to Songyuan Lianhua Petroleum Company on November 5, 2015 according to the "Loan Contract", and Huarong Jilin Branch remitted two payments on November 17, 2015 according to the "Credits Transfer Agreement" Remit 180 million yuan to Jianrong Company. Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company repaid the principal of 18 million yuan, and still owe 162 million yuan of principal, which should be returned. 2. Regarding the restructuring grace compensation agreed in the "Repayment Agreement" and the supplementary agreement, refer to Article 26 of the "Regulations of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases" regarding "the interest rate agreed between the borrower and the lender does not exceed The annual interest rate is 24%. If the lender requests the borrower to pay interest according to the agreed interest rate, the people's court shall support it. If the interest rate agreed between the borrower and the borrower exceeds 36%, the excess interest agreement shall be invalid. "If the interest exceeds 36% of the annual interest rate, the people's court shall support it." The compensation standards agreed in the "Repayment Agreement" and the two supplementary agreements are 13%, 11.5%, and 24% respectively. Regarding the interest exceeding 24% Huarong Jilin Branch did not claim liquidated damages. Therefore, the court of first instance did not support Songyuan Lianhua Petroleum Company’s claim that the agreed interest was too high. Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company should pay debt restructuring compensation according to the restructuring debt compensation standard and repayment time agreed in the agreement, deducting the 26,574,750 yuan they have already paid, and should also pay until March 12, 2019 for the restructuring The grace compensation is RMB 75,745,027.78, and the restructuring grace compensation will be paid from March 13, 2019 to the date of payment, based on RMB 162 million and calculated at an annual interest rate of 24%. 3. Regarding attorney fees. Although the agreement between the two parties stipulates that Songyuan Lianhua Petroleum Company will bear the legal fees, but in the case of supporting Huarong Jilin Provincial Branch's 24% interest, supporting legal fees further exceeds the interest limit. Therefore, Huarong Jilin Provincial Branch The court of first instance did not support the 150,000 yuan in legal fees requested.
5. Regarding the validity of the "Mortgage Agreement", "Pledge Agreement" and "Guarantee Agreement" involved in this case. According to Article 41 of the "Guarantee Law of the People's Republic of China" "If the party mortgages the property specified in Article 42 of this Law, it shall register the mortgage, and the mortgage contract shall take effect from the date of registration" and Article 18 " If the parties agree in the guarantee contract that the guarantor and the debtor shall be jointly and severally liable for the debt, it is a joint liability guarantee. If the debtor under the guarantee fails to perform the debt at the expiration of the debt performance period stipulated in the main contract, the creditor may require the debtor to perform the debt or require the debtor to perform the debt. "The guarantor shall bear the guarantee liability within the scope of his guarantee", since the "Credits Transfer Agreement", "Repayment Agreement" and the two supplementary agreements are all valid, the resulting "Repayment Agreement", "Mortgage Agreement", "Pledge Agreement" and "Guarantee" Agreement" are also valid.Therefore, Huarong Jilin Provincial Branch has the right to take advantage of the mortgage provided by Tianjin Keheng Company (the mortgaged property is: registered in the real estate certificate No. Mortgage property) shall exercise the right of mortgage within the scope of the aforementioned creditor's rights; Huarong Jilin Branch has the right to exercise the right of pledge within the scope of the aforementioned creditor's rights for the equity pledged by Yang Xusheng and Zhang Dongliang (the pledged equity is: Qian Guoerluosi The registration number of the Mongolian Autonomous County Administration for Industry and Commerce is (Qianguo) Stock Pledge Registration No. [2015] No. 000016 "Equity Pledge Establishment Registration Notice" and the pledge registration number is No. 220721201512250001. Yang Xusheng holds Songyuan Lianhua Petroleum 15.4% of the company’s equity corresponding to an investment amount of 2 million yuan and its derivative rights; (Qianguo) Stock Pledge Registration No. [2015] No. 000017 "Equity Pledge Establishment Registration Notice" The pledge registration number is No. 220721201512250002 Zhang Dongliang holds 84.6% of the equity of Lianhua Petroleum Company (corresponding to a capital contribution of 11 million yuan and its derivative interests); Zhang Dongliang and Yang Xusheng bear joint and several liability for Huarong Jilin Provincial Branch within the scope of the previously determined claims.
Accordingly, the first-instance judgment is as follows: 1. Songyuan Lianhua Petroleum Company and Tianjin Keheng Company shall pay Huarong Jilin Branch the loan principal of 162 million yuan and the restructuring grace compensation of 75745027.78 yuan within ten days after the first-instance judgment takes effect. From March 13, 2019 to the date of payment, the restructuring grace compensation will be separately calculated based on RMB 162 million and an annual interest rate of 24%); 2. If Songyuan Lianhua Petroleum Company and Tianjin Keheng Company have not To fulfill the payment obligations specified in the first paragraph of the main text of the first-instance judgment, Huarong Jilin Branch has the right to register the mortgage of Tianjin Real Estate Registration and Certification Trading Center with the number of Real Estate License No. ×× provided by Tianjin Keheng Company The property under the item shall be compensated first with the price at discount, auction or sale; 3. If Songyuan Lianhua Petroleum Company and Tianjin Keheng Company fail to perform the payment obligations determined in the first paragraph of the main text of the first-instance judgment, Huarong Jilin Provincial Branch shall have the right to Provided by Yang Xusheng under the "Equity Pledge Establishment Registration Notice" No. 000016 [2015] No. 000016 of the Industrial and Commercial Administration Bureau of Qianguo'erluos Mongolian Autonomous County (Qianguo) Stock Pledge Registration No. 220721201512250001 The equity interests of the companies shall be compensated with priority at discounts, auctions or sales; 4. If Songyuan Lianhua Petroleum Company and Tianjin Keheng Company fail to perform the payment obligations determined in the first paragraph of the main body of the first-instance judgment, Huarong Jilin Provincial Branch shall have the right to repay the former The equity provided by Zhang Dongliang in the "Equity Pledge Establishment Registration Notice" No. 220721201512250002 of the Guoerluos Mongolian Autonomous County Industrial and Commercial Administration Bureau No. (Qianguo) Stock Pledge Registration Setup Zi [2015] No. 000017 Priority shall be paid to the price obtained from discounts, auctions or sales; 5. Zhang Dongliang and Yang Xusheng bear joint and several liability for the payment obligations determined in the first paragraph of the main text of the first-instance judgment. After Zhang Dongliang and Yang Xusheng assume joint and several liability, they have the right to seek compensation from Songyuan Lianhua Petroleum Company and Tianjin Keheng Company; 6. Reject Huarong Jilin Branch's other claims. The first-instance case acceptance fee of 1,230,525.14 yuan and the preservation fee of 5,000 yuan were borne by Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company.
During the second trial of this court, Songyuan Lianhua Petroleum Company, Tianjin Keheng Company, Huarong Jilin Branch, and Yang Xusheng did not submit new evidence.
In addition to confirming the facts found in the first instance, this court also found that during the second instance of this case, both Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company recognized the purpose of signing the "Credits Transfer Agreement" and "Repayment Agreement" involved in the case. It's borrowing new and paying back old. Regarding the nature of the first instance of the reorganization grace compensation in the first-instance judgment, Songyuan Lianhua Petroleum Company, Tianjin Kecheng Company, and Huarong Jilin Branch all considered it to be loan interest.
This court believes that the focus of dispute in the second instance of this case is: 1. How to determine the cause of the case; 2. The validity of the "Credits Transfer Agreement", "Repayment Agreement", Supplementary Agreement and related guarantee agreements involved in the case; 3. Songyuan Lianhua Whether the oil company and Tianjin Kecheng Company should pay relevant reorganization grace compensation; fourth, whether Jianrong Company should be added as a party to this case.
1. Regarding how to determine the cause of action of this case
The cause of action of a civil case is not only an important part of the name of the civil case, but also a summary of the nature of the legal relationship between the parties involved. According to the "Notice of the Supreme People's Court on Issuing the Revised Provisions on the Causes of Action for Civil Cases" (Fa [2011] No. 42), the cause of action of a civil case should be determined based on the nature of the legal relationship claimed by the parties. When filing a case, the people's court shall first apply the fourth-level causes of action listed in the revised "Provisions on the Causes of Action for Civil Cases" based on the nature of the legal relationship between the parties; if there is no provision for the fourth-level cause of action, the corresponding third-level cause of action shall apply. ; If the third-level cause of action is not stipulated, the corresponding second-level cause of action shall apply; if the second-level cause of action is not stipulated, the corresponding first-level cause of action shall apply. In this case, the court of first instance determined the cause of action of this case to be a contract dispute. Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company appealed and argued that the cause of action of this case should be determined to be a financial loan contract dispute.
After investigation, as early as December 18, 2013, Huarong Jilin Provincial Branch signed a "Debt Restructuring Agreement" with Tianjin Keheng Company and Songyuan Lianhua Petroleum Company. The main content was that Huarong Jilin Provincial Branch received the transfer Beijing International Trust Co., Ltd. has a 250 million yuan claim and related rights and interests against Songyuan Lianhua Petroleum Company, and has agreed that Tianjin Kecheng Company will perform its contractual obligations on behalf of Songyuan Lianhua Petroleum Company. Later, Huarong Jilin Branch and Tianjin Kecheng Company signed a "Supplementary Agreement to the Debt Restructuring Agreement" to adjust the restructuring period from December 30, 2013 to December 20, 2016. In November and December 2015, according to the "Loan Agreement" involved in the case between Jianrong Company and Songyuan Lianhua Petroleum Company, it was signed with Huarong Jilin Branch, Jianrong Company, Songyuan Lianhua Petroleum Company, and Tianjin Keheng Company. The case involved a series of contractual arrangements such as the "Credits Transfer Agreement". After Songyuan Lianhua Petroleum Company received a loan of 180 million yuan from Jianrong Company, it remitted the 180 million yuan to Huarong Jilin Branch through Tianjin Keheng Company. It was used to repay the aforementioned debt of 250 million yuan owed to Huarong Jilin Provincial Branch; after receiving the 180 million yuan, Huarong Jilin Provincial Branch remitted 180 million yuan to Jianrong Company in the form of payment for the transfer of creditor's rights. Huarong The Jilin Provincial Branch obtained another 180 million yuan in claims against Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company. During this period, Huarong Jilin Branch and Songyuan Lianhua Petroleum Company signed a "Repayment Agreement" to extend the repayment period of 180 million yuan from the previous December 20, 2016 to November 16, 2017. end. All parties in this case confirmed that the principal of RMB 90 million of the aforementioned 250 million yuan debt owed by Tianjin Keheng Company to Huarong Jilin Branch was repaid on September 30, 2017, and the interest of RMB 21,501,500 was paid.
As far as the cause of this case is concerned, Huarong Jilin Provincial Branch’s litigation claims include requiring Songyuan Lianhua Petroleum Company and Tianjin Keheng Company to pay the principal of the restructured debt, reorganization grace compensation, attorney fees for realizing the creditor’s rights, and relevant guarantors to bear Guarantee liability, etc. Judging from the claims, causes of action, and the ascertained facts of this case, this case is a dispute caused by the failure of Songyuan Lianhua Petroleum Company, Tianjin Keheng Company, Zhang Dongliang, and Yang Xusheng to perform their obligations to Huarong Jilin Branch in a timely manner as stipulated in the contract. By sorting out the facts of the above case, we can see that the 2015 "Credits Transfer Agreement" and "Repayment Agreement" and other series of agreements involved in the case are extensions of the 2013 "Debt Restructuring Agreement" series of agreements, and the subject of the creditor's rights and debts has not changed. It only extends the repayment period from December 20, 2016 to November 16, 2017. Songyuan Lianhua Petroleum Company and Tianjin Keheng Company also admitted that the purpose of signing the 2015 series of agreements involved in this case was to borrow new money to repay old ones. Huarong Jilin Branch also admitted that the nature of the restructuring grace compensation agreed in the case was loan interest. Accordingly, the legal relationship in the dispute between Huarong Jilin Branch, Songyuan Lianhua Petroleum Company and Tianjin Keheng Company is a loan relationship. In the "Provisions on Causes of Action for Civil Cases", financial loan contract disputes are a subordinate cause of action for loan contract disputes and refer to disputes caused by borrowers borrowing money from financial institutions. The particularity is that the lender is a financial institution.In this case, Huarong Jilin Branch, as a non-bank financial institution established in accordance with the law, falls within the category of financial institutions. When the nature of the legal relationship disputed in this case has a contract dispute that can be clearly corresponded to the lower-level cause of action, Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company advocated that the cause of action be determined as a financial loan contract dispute, which is more closely related to the legal relationship disputed in this case. The nature is corresponding, the facts and legal basis are sufficient, and this court supports it in accordance with the law.
2. Concerning the validity determination of the "Credits Transfer Agreement", "Repayment Agreement", Supplementary Agreement and related security agreements involved in the case
As mentioned above, the case involving the "Credits Transfer Agreement", "Repayment Agreement", and Supplementary Agreement were dated 2013 The purpose of supplementing the "Debt Restructuring Agreement" and "Supplementary Agreement to the Debt Restructuring Agreement" between Nianhuarong Jilin Branch, Tianjin Kecheng Company and Songyuan Lianhua Petroleum Company is to extend the loan involved in the case. Therefore, judging the validity of the series of agreements signed in 2015 such as the "Credits Transfer Agreement" involved in the case depends on whether the validity of the series of agreements signed in 2013 such as the "Debt Restructuring Agreement" involved in the case.
In this case, Huarong Jilin Branch is a financial institution established in accordance with the law. Its main business includes the acquisition and entrusted operation of non-performing assets of financial institutions and non-financial institutions, and the management, investment and disposal of non-performing assets. In 2013, Huarong Jilin Branch acquired Beijing International Trust Co., Ltd.’s 250 million yuan bad debt against Songyuan Lianhua Petroleum Company through debt restructuring. There was no situation that exceeded the scope of the franchise or violated the mandatory provisions of the law. The case involved 2013 The series of agreements such as the "Debt Restructuring Agreement" signed are legal and valid. Article 209 of the "Contract Law of the People's Republic of China" stipulates: "The borrower may apply to the lender for an extension before the expiration of the repayment period; if the lender agrees, the extension can be made." The parties to this case extended the loan term by signing a series of agreements such as the 2015 "Credits Transfer Agreement" involved in the case, which does not violate legal provisions and is legal and valid. Songyuan Lianhua Petroleum Company and Tianjin Keheng Company also actively cooperated with the case. Loan extension work. Accordingly, Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company appealed on the grounds that Huarong Jilin Branch conducted illegal financial activities and violated mandatory provisions of the law, claiming that the case involved the "Credits Transfer Agreement", "Repayment Agreement", Supplementary The agreement is an invalid contract and lacks legal basis. This court will not support it according to law.
When the main contract of the loan involved in the case is valid, the relevant guarantee contracts signed by the relevant mortgagors, pledgers and guarantors of the loan involved in the case with Huarong Jilin Branch are also valid. Therefore, the court of first instance ruled against Huarong Jilin Branch. The litigation claims claiming security rights shall be supported with sufficient legal and factual basis. This court will not support the appeal of Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company regarding the invalidity of the guarantee contract involved in the case in accordance with the law.
3. Regarding the issue of whether Songyuan Lianhua Petroleum Company and Tianjin Keheng Company should pay relevant reorganization grace compensation
The case involved the "Credits Transfer Agreement", "Repayment Agreement" and the supplementary agreement. It is clearly stipulated that the debtor failed to pay any payment as agreed. If there is a grace period compensation for reorganization, Huarong Jilin Branch has the right to increase the grace compensation rate for reorganization to an annualized rate of 24% for all outstanding restructured debts starting from the day after the maturity date. In the second instance of this case, Huarong Jilin Branch, Songyuan Lianhua Petroleum Company, and Tianjin Kecheng Company all recognized that the restructuring grace compensation stipulated in the above contract was essentially the interest on the loan involved in the case. "Several Opinions of the Supreme People's Court on Further Strengthening Financial Trial Work" stipulates: "The borrower of a financial loan contract claims that the interest, compound interest, penalty interest, liquidated damages and other expenses simultaneously claimed by the lender are too high and significantly deviate from the actual situation. , requests for reduction of the portion exceeding the annual interest rate of 24% shall be supported.” For financial loans from financial institutions, the judicial protection limit for interest rates is an annual interest rate of 24%.Accordingly, Huarong Jilin Branch claimed the loan interest involved in the case from the debtors Songyuan Lianhua Petroleum Company and Tianjin Keheng Company at the maximum annual interest rate of 24%, which not only had a contractual basis, but also did not violate the mandatory provisions of the law. There is nothing inappropriate in supporting this. This court will not support the appeal of Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company that the grace compensation for the restructuring involved in the case should not be paid.
4. Regarding whether Jianrong Company should be added as a party to this case
Article 27 of the "Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Contract Law of the People's Republic of China (1)" stipulates: "After the creditor transfers the contract rights, the debtor and If a dispute arises between transferees over the performance of a contract and is brought to the People's Court, and the debtor files a defense against the creditor's rights, the creditor may be listed as a third party." In this case, Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company have no objection to the fact that they signed a "Loan Contract" with Jianrong Company and the contract has been actually performed. They only question whether the creditor's rights transferred to Huarong Jilin Branch are legal. File a defense. Accordingly, the first instance did not agree to add Jianrong Company as the third party in this case, which complied with the provisions of the above judicial interpretation. Therefore, the appeal claims of Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company that the first-instance trial procedure was illegal cannot be established according to law.
In summary, the first-instance judgment clearly established the facts, applied the law correctly, and the trial procedure was legal. The appeals of Songyuan Lianhua Petroleum Company and Tianjin Kecheng Company are untenable and should be dismissed. In accordance with the provisions of Article 170, Paragraph 1, Item 1, of the Civil Procedure Law of the People's Republic of China, the verdict in this case is as follows:
dismissed the appeal and upheld the original judgment.
The first-instance case acceptance fee is 1,230,525.14 yuan and the preservation fee is 5,000 yuan, which shall be implemented according to the first-instance judgment; the second-instance case acceptance fee is 841,050.28 yuan, and Songyuan Lianhua Petroleum Development Co., Ltd. and Tianjin Keheng Real Estate Investment Co., Ltd. will each bear 420,525.14 yuan.
This judgment is final.
Presiding judge Zhang Shuming
Judge Xiang Guohui
Judge Zheng Yong
March 30, 2021
Judge Assistant Zhao Mingjiao
Clerk Cao Meishi
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