Case summary:
In April 2004, Hong Kong Senyuan Investment established a wholly foreign-owned enterprise Qinghai Senyuan. Liang is the legal representative of the company. Qinghai Senyuan Company's main assets are the "Mineral Resources Exploration License" issued by the Ministry of Land and Resources . In September 2009, Hong Kong Senyuan and Liang had conflicts and disputes caused by funding issues. Hong Kong Senyuan made a board resolution to remove all existing board members and legal representatives of Qinghai Senyuan. However, Liang and other members refused to execute the matter and did not cooperate with the registration of industrial and commercial change.
In October 2009, Inner Mongolia Xiaohongshan Company was registered and established. In November 2009, without Hong Kong Senyuan's knowledge, Liang signed a "Prospecting Right Change Agreement" with Inner Mongolia Xiaohongshan Company in the name of Qinghai Senyuan, and transferred the "Mineral Resources Exploration License" under Qinghai Senyuan's name to Inner Mongolia Xiaohongshan Company, and made changes in the land and resources management department in January 2010. After Hong Kong Senyuan learned about the information, he repeatedly asked Liang to return the "Mineral Resource Exploration License" to Qinghai Senyuan without success. Liang established the Inner Mongolia Xiaohongshan Company, which has the same business purpose as Qinghai Senyuan, with the purpose of using the convenient identity of controlling the two companies at the same time, and trade the prospecting rights warrants between two companies with related relationships, so as to transfer the "Mineral Resources Exploration License" under Qinghai Senyuan to his own company's name.
Hong Kong Senyuan believes that Liang's behavior neither notified Hong Kong Senyuan nor the consent of Hong Kong Senyuan. In addition, the "Registration for Prospecting Rights Transfer" states that the completed exploration investment is 32 million yuan, while Inner Mongolia Xiaohongshan Company only paid the Qinghai Senyuan prospecting rights transfer consideration of 8.79 million yuan, which is a malicious disposal of Qinghai Senyuan's property at a low price. Therefore, Hong Kong Senyuan filed a lawsuit with the court, requesting to confirm that the "Prospecting Rights Change Agreement" is invalid.
Later, the court supported Hong Kong Senyuan's lawsuit in accordance with the law, with the reasons as follows:
1. Hong Kong Senyuan is the sole shareholder and investor of Qinghai Senyuan. Liang, as the actual controller of Qinghai Senyuan, signed a "Prospecting Right Change Agreement" with Inner Mongolia Xiaohongshan Company, which he invested and established and had basically the same business scope, and transferred the prospecting rights of Qinghai Senyuan that had completed exploration investment of 32 million yuan to Inner Mongolia Xiaohongshan Company, but Inner Mongolia Xiaohongshan Company actually paid Qinghai Senyuan the transfer price of the exploration rights involved in the case to Qinghai Senyuan.
According to the " Company Law " Article 21 , Article 148 "The controlling shareholder, actual controller, director, supervisor, and senior management personnel of the company shall not use their affiliated relationship to harm the interests of the company", "Directors, supervisors, and senior management personnel shall abide by laws, administrative regulations and the company's articles of association, and shall have the obligation of loyalty to the company and The provision of "diligence obligation" is that as the actual controller of Qinghai Senyuan, Liang, who violated the obligation of loyalty to the company, used the convenience and relationship of being the legal representative of Qinghai Senyuan and Inner Mongolia Xiaohongshan Company to transfer all the prospecting rights of Qinghai Senyuan to Inner Mongolia Xiaohongshan Company at an actual payment of 8.79 million yuan. The transfer price was significantly lower than the exploration investment completed in the early stage of the exploration rights involved in the case, which harmed the interests of Hong Kong Senyuan, the only shareholder of Qinghai Senyuan.
2. " Company Law " Article 153 stipulates: "If directors or senior management personnel violate the provisions of laws, administrative regulations or the company's articles of association and harm the interests of shareholders, shareholders may file a lawsuit with the people's court." Hong Kong Senyuan has the right to file a lawsuit for acts that harm its interests.
The case was first instance, second instance and retrial. In the end, the court ruled in accordance with the law to confirm that the "Prospecting Rights Change Agreement" signed by Qinghai Senyuan and Inner Mongolia Xiaohongshan Company was invalid.
The author's highlight:
1. From the perspective of the company's shareholders, it is recommended to clarify the scope of powers of directors and company executives in the company's articles of association. If directors and company executives commit acts beyond their authority or engage in unfair related transactions, harm the interests of the company, shareholders and the company may pursue their corresponding responsibilities based on this and confirm that the relevant contract is invalid to make up for the company's losses. If the situation is serious, the relevant personnel may be held criminally liable.
2. From the perspective of directors and company executives, if they want to enter into a contract with the company and transfer the company's property to the company they actually control, they must proceed with the situation clearly permitted by the company's articles of association or after the consent of the shareholders' meeting. Otherwise, the contract may be invalid by the court.
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