China EU School of law at China University of Political Science and Law law

2009-10 school year, double master project Chinese law course "company law" exam

Released in 2010-7-9 16:44:37

China Company law

China EU School of law at China University of Political Science and Law 2009-2010 school year second semester

Explain.
(1) the exam is open book examination, the answer may carry laws and regulations, reference materials into the exam, but shall not be carried by computer or other Internet tools;
(2) as for the reference answer the words of others or point of view, should be in a reasonable way to indicate the source; answer content such as a copy, will be a corresponding reduction;
(3) test scores will be considered: view is clear, whether the reasoning and analysis provide the factual or legal basis; convincing argument; language is concise, consistent with the language;
(4) test score of 100 points;
(5) a total of 3.5 hours of examination time.

One case (40 points):

Shanghai Department Store Co., Ltd. collectively owned enterprises into limited liability company, the registered capital of 5410000 yuan, a total of 49 natural person shareholders.

In August 29, 2010, the company will hold a shareholders meeting, together hold 9 shareholders 67% stake in quasi jointly proposed to amend the articles of association of the motion, they invite you to the following 5 charter amendments issued legal opinions:

Article twenty-fourth (1) to increase the "death of a natural person shareholder, his lawful inheritor may inherit the shareholder's qualifications, enjoy the income right, transfer right, can attend the shareholders' meeting, without the right to vote." Reasons for revision: China's company law article seventy-sixth allows the articles of association of the company shall be separately pursuant to the provisions of the articles of association of the inheritance of shareholder qualification; to restrict the voting rights of inheritance of shareholders, in order to better safeguard the limited personal nature, cohesion, improve the efficiency of decision-making.
Article twenty-fifth (2) (shareholders shall enjoy the following rights) to increase the part (six) provides: "the shareholders according to the proportion of investment dividends, the company added capital, in accordance with the resolutions of the shareholders' meeting priority subscription." The revision reasons: shareholders shall have the right to the highest decision-making body as the company decided to increase company matters, in accordance with the provisions of article thirty-fifth of the company law.
(3) the provisions of articles twenty-ninth to read: "shareholders will make the company increase or reduction of registered capital, division, merger, dissolution or change of corporate form and revision of the articles of association of the resolution, must be approved by the shareholders attending the meeting of the voting rights held by 2/3 to." The revision reasons: according to Article forty-fourth of the company law of the authorization, the shareholder voting procedure to be refined.
Article forty-first (4) to be amended as: "the company has not set up the board of supervisors, supervisors of a company, as the chairman of the trade union". revision reason: Chairman of the trade union is the staff and workers of the company, in accordance with the legal requirements of the board of supervisors in the worker representative. And the chairman of the trade union and workers elected, taking into consideration of the company is enterprise of collective ownership, elected chairman of the trade union is also in line with the wishes of shareholders, in accordance with the principle of democratic centralism.
Article forty-fourth (5) to be amended as: "in one hundred thousand yuan within the line, the president of the company shall have the right in accordance with the provisions of this articles of association, the company funds for lending to others (including the staff and workers of the company), not only the shareholders' meeting or the board of directors agreed to." Reasons for revision: improve company decision-making efficiency, comply with the provisions of the company law article 149th.

Please legal advice in the book

The legitimacy of the 1 amendments, explain the reasons and legal basis;
2 do you think the proposed amendments unreasonable terms;
3. answer the following question: the above amendments to the shareholders meeting, shall comply with the requirements on what procedures? If approved, dissenting shareholders may take legal action? The company should be how to deal with?

Case two (30 points):

Equity Shanghai Bailemen business service company v. Shanghai Baocheng commercial real estate company confirm dispute case

[case]
The plaintiff (respondent): Shanghai Bailemen business service company
The defendant (appellee): Shanghai city commercial real estate company
The defendant (appellant): Shanghai Foreign Service Co., Ltd.
Third people (the appellant): Shanghai FESCO Business Building Company Limited (formerly Shanghai Jingan business building)

The original is located at 307 Huashan road house public houses by the Shanghai Bailemen Management Service Corporation (referred to as the paramount company, formerly known as Shanghai city food Service Corporation Jingan District Service Corporation) subordinate Zhengzhang washing and dyeing workshop lease. In December 26, 1987, the Finance Office of Shanghai Municipal People's Government (hereinafter referred to as the finance and Trade Office) approved, the paramount company and Shanghai city commercial real estate company (referred to as Bao Cheng company, Shanghai Jingan District trade and Investment Corporation) Jingan general service building built on the site of the house. In March 2, 1988, Shanghai City People's Government of Jingan District finance and Trade Office (referred to as financial and Trade Office) approved the Jingan integrated services building known as the Magnolia hotel. Then, the paramount company and Boseong company jointly set up a "white yulan magnolia Hotel preparatory office", and to the preparatory office name to finance and Trade Office for the annual loan, the construction bank lending 1250000 yuan two.

In 1989 years, Jingan District people's government and the Shanghai Foreign Service Company Limited (referred to as the service companies to negotiate, the introduction of foreign service company) in Magnolia Hotel investment. For service companies insist that the name of Jingan District with a company of joint venture, the district government is decided by the Boseong to sign contract with SFSC company Magnolia hotel. In August 24, 1989, the city signed a joint investment contract and Magnolia Magnolia Hotel hotel articles and service companies, clear the city accounted for 40% of the shares, service companies accounted for 60% of the shares. In 1990 April, district finance office to convene the paramount company, treasure city companies signed an agreement on a contract, agreed: Magnolia Hotel belongs to Boseong party shall enjoy the rights and obligations of the company, paramount, Baocheng co enjoyment and commitment, in the city of the company should invest in Magnolia Hotel in the capital, have been input 1250000 yuan of loans, repayment of the remaining part of the common, also by mutual investment, profits were shared by both sides.

In October 20, 1990, Bao Cheng company, service companies jointly issued a "white yulan magnolia hotel the first board decisions", the decision to Bailemen company. The paramount company appointed Mao Shenmei as a member of the board of directors. In December 25, 1990, Bao Cheng company and service companies jointly to the Administration for Industry and Commerce jointly operated enterprises is the Magnolia Hotel registration, and named the Shanghai Jingan business building (referred to as the Jingan business building, the Jingan commercial buildings in 2000 July 21 by the administrative department for Industry and Commerce approved the name Shanghai FESCO Business Building Company Limited (referred to as FESCO business building)). The CITIC Industrial Bank Shanghai branch verification, Jingan business building, the registered capital of 6400000 yuan, of which service companies, the actual investment 3840000 yuan, the actual investment 2560000 Yuan Bao Cheng company. Jingan commercial building business, since 1992 profits, until the 1997 year, Bao Cheng company and service companies in accordance with the provisions of the articles of association of Jingan building proportion receive their income, Baocheng company and paramount company according to the agreement, and paramount company shared the Jingan business building benefits.

In 1998 September, Jingan commercial building to the Shanghai second intermediate people's court, request Boseong returning money and housing construction a total 1 300 million. Bailemen companies worry about the damaged in Jingan business building rights, in the outward service company, the company sent a letter request to solve the city, in Jingan business building legal status as soon as possible, and the request of the Jingan District economic and Trade Commission to coordinate and solve the problems left over by history. In March 25, 1999, Jingan business floor board to "by the Boseong debt", "Jingan commercial building facilities to transform old" on the grounds, decided to 1998 annual profit not assigned. Therefore, the paramount company sued in 1999 June 25 to the court, asked to confirm the Jingan business building ownership.

The paramount company complained that: Huashan Road No. 303, the former subordinates Zhengzhang washing and dyeing factory base, according to the district government documents City Hall, spirit, in August 6, 1988, a joint investment with the Boseong, demolition Zhengzhang washing and dyeing factory, built the Magnolia Hotel (named after the Shanghai Jingan business building). Built in the Magnolia Hotel in Shanghai City, Jingan District government to absorb investment in service companies, decided by the Boseong companies signed a joint venture agreement and service companies, its investment in the city of Hang name company, and the company signed an agreement with the city of its, confirm the Boseong in Magnolia Hotel owned by both parties and enjoy. The cumulative to the Shanghai Jingan business building (i.e. Magnolia Hotel) investment of 1550000 yuan, and to the Shanghai Jingan business building to send a director of an, collect from 1992 to 1997 according to the proportion of equity should be the share of profits. Now for the joint venture company, its relationship with the city of service companies, and the current company law system is not compatible, in order to solve the problems left over by history, and prevent the Boseong company and Shanghai Jingan business building procedure influence the interests, therefore, requesting the Court confirmed half Boseong held by Shanghai Jingan commercial building in all its 40% stake.

Foreign service company that: Shanghai Jingan Business Building Department of the company and the city of joint investment company joint venture, regardless of Shanghai Jingan commercial building of the articles of association of the company, or industry and commerce registration in the roster of the shareholders were not paramount company name. As for the paramount company claimed facts, only reflects the relationship of rights and obligations between the company and the company's paramount City, while not legally binding on Shanghai Jingan business building, the paramount company cannot accordingly made in Shanghai Jingan business building shareholder status.

FESCO business building that: if the Boseong to half the equity transfer to Bailemen company, is Bailemen company should bear the Boseong company on the company's debt in half.

[decision]

Shanghai Jingan District people's Court ((1999) static Jing Chu Zi No. 734, two February 25th 000):
The plaintiff as one of the original investors of Shanghai Jingan commercial building, in its implementation in the name of investor preparatory work process, according to the government administrative decisions, change to the actual investor implied in the name of the company in the city, behavior in the implementation of "company law of the people's Republic of China, the mandatory provisions do not violate the law and administrative laws and regulations. The defendant, the defendant company Bao service companies on the dormant investment is aware of, the three party on the basis of voluntary, respectively, signed a joint venture agreement with two goals, and the parties shall fulfill the obligations and enjoy the investment profit distribution rights, therefore, can not be simply the latent investment without business registration and deny the plaintiff the investor's qualification, or on the contrary to the facts; similarly, also can not simply think of dormant investment behavior is invalid, or on the contrary to the equality, voluntary, fair and honest credit principles of law. The defendant the plaintiff to service companies that Jingan commercial building investment and be accepted, knowing that the Jingan business building, enjoy the profits without sending the stop, should be regarded as the default, the respondent service companies to Service Corporation and trading agreement on the grounds of the non binding defense position of the investor, the court shall not be accepted. In 1998 September second Jingan commercial buildings and the defendant Boseong occurred litigation, defendant service companies, third Jingan business building on the actual investor status is not controversial, there is no infringement of the act or state of human rights in third, and third Jingan business building and accused Boseong lawsuit entered the implementation stage the possibility of damage, appeared in third person rights and interests, therefore the service companies to exceed the limitation of action for the defense of the plaintiff claims, does not meet the "general rule of the civil law" provisions of litigation prescription starting. To sum up, the plaintiff's claim that the accused Boseong company name stake half of all its said, shall support. But the specific amount, should be based on the facts ascertained shall prevail. In accordance with the "Regulations of the people's Republic of general principles of civil law" in article fourth, and by the court's Judicial Committee for discussion and decision, especially the decision as follows:

One, the company held by Shanghai city Jingan business building 40% stake (2560000 yuan) in the half (1280000 yuan) belongs to the plaintiff;
Two, third people in the judgment of ten days for the Shanghai Jingan business building of industrial and commercial registration formalities within the effective date.
The case acceptance fee of 16410 yuan (the plaintiff has advance), by the defendant, the defendant company service companies Baocheng half burden (in the entry into force of the decision within ten days from the date of payment to the plaintiff).
Any party who refuses to accept the decision, the verdict can be delivered within fifteen days, submit the written appeal to the court, and the copy number according to the other party, appeal to the Shanghai second intermediate people's court.
Party to the appeal, should play a case of first instance within seven days according to the judgment to appeal to this court the payment of the fees for accepting the appeal fee. Fails to pay, the appeal by automatic withdrawal of treatment.

Appeal.
Service companies and foreign service providers, the verdict of the first trial, Appeal said: Jingan business building system services company investment and the company set up in Jingan City, business floor of the articles of incorporation and business registration of the register of shareholders in the company, paramount did not have investors identity; civil half Boseong with 100 music portal company signed an agreement Baocheng company 40% stake in Jingan commercial buildings in the genus Bailemen all invalid, should not be protected; service companies to Bailemen company's investment behavior did not know, also not accepted. The request is adjudged.

[] the second instance verdict
Shanghai second intermediate people's Court (Shanghai No.2 (2000) by the end of 350th, two and 000 years in August 28th):
The original "Jingan commercial building", "Bao Cheng company" and "service companies" jointly set up a joint venture, "the city," and "the agreement between the company and paramount", "Bao Cheng company" in the "Jingan commercial building" investment 1520000 yuan, "the paramount company" contribution, and accounted for "Jingan business building" 20% equity. "The paramount company" contribution to "company name" Bao "in Jingan business building", and through the "city," "Jingan business building indirectly enjoy" equity. Due to the "Jingan commercial building" articles of incorporation and business registration in the roster of the shareholders is not recorded "Paramount company" investment, "the investment behavior of paramount company" belongs to the dormant investment: Although our law of dormant investment was not specified, but "Tupper Door Company" and "Boseong" between dormant the investment agreement is indeed the true meaning, mandatory provisions do not violate laws, administrative regulations, should be effective. Although the "paramount," according to the agreement to confirm the "Bao Cheng company" of its share in the "Jingan commercial building" investment. But the agreement only and in between them, the "Paramount company" in the agreement as the basis for direct confirm and handle the relevant registration formalities in the "Jingan business building" 20% of the equity, namely from the dormant shareholders into the apparent shareholders, because of the "Jingan commercial building" another investor "foreign service company" this demur dispute.

This house believes that the objections in "service companies" situation, can not be directly confirmed "Paramount company" and "Jingan commercial building equity for" ownership change registration procedures, for the following reasons:

(1) from the characteristics of dormant investment legal relationship. Dormant investment refers to both parties in order to conclude an agreement on the other side of the business investment, profit sharing, and bear the loss in the investment limits. "The paramount company" through "Bao Cheng company" and "funded by Bao Cheng company" indirectly enjoy "Jingan business building" shareholders "rights," the paramount company "as dormant shareholders named is not in the" Jingan business building "investment, the subject of rights is not the" Jingan commercial building "," Tupper Door the company using the name "Jingan" can not exercise the right of foreign business building ". Since there is no direct legal relationship between the two sides, "Tupper Door Company" rights and obligations is realized by and between the "Boseong" dormant investment agreement, and the effectiveness of the agreement is limited to the dormant shareholders "Tupper Door Company" and the apparent shareholders "Bao Cheng company", "Paramount company" not in the dormant investment agreement against the third person. Therefore, "the paramount," confirmed the "Jingan commercial building" s shareholders lack legal basis. As for the "city of company" in "Jingan business building endanger" in 40% because of its debt and equity, affect the "Paramount company" dormant investment, it can not be "change the paramount company" as the stockholder reason. Because the "Paramount company" dormant investment property control ownership "Boseong" dormant investment agreement, the only according to "the city," asserting their rights.

(2) from the "Paramount company" dormant investment perspective. "Jingan business building" reason "Paramount company" and "investment company" Bao ", service companies" participate in the investment requires cooperation a unit and Jingan District, according to this reason, the government in Jingan District under the coordination, "Tupper Door Company" the dormant investment approach. Although the "service companies" and "Boseong" co management "Jingan commercial building" process, know "part company" Bao "investment is paramount company", and "Bao Cheng company" recommend "Tupper Door Company" hair Shenmei as a director, or the redistribution of profits to the "Paramount company", but only that "is paramount," dormant investment, not as a recognized "the paramount company" shareholder status. Moreover, "the company of Bao" are "Bao Cheng company" as the unilateral right of shareholders, "service companies" and have no right to reject and prevent. Therefore, "service companies" knowingly raises no objection, not as "Paramount company" transition from dormant shareholders as the stockholder of reason, "Tupper Door Company" in the dormant investment should be foreseen the consequences. Without the "Foreign Service Co. agreed," from the dormant shareholders into stockholder has violated the "paramount," the original intention of dormant investment. The decision to "service companies" knowingly "Paramount company" investment in "Jingan business building" and be accepted, knowing that "Tupper Door Company" to the "Jingan commercial building" send directors, enjoy the profits without stop, should be regarded as the default as reasons for judgment is not.

To sum up, "the paramount," confirmed "Jingan business building" 20% of the equity and for the corresponding industrial and commercial registration formalities untenable. The trial court improperly made on the case, the court should be corrected. "Foreign service company", "foreign service business building" grounds of appeal, the court shall support. In this case by the judicial committee for discussion and decision, in accordance with the "PRC Civil Procedure Law" the 153rd the first paragraph, the decision as follows:

One, the revocation of Shanghai Jingan District people's Court (1999) static Jing Chu Zi No. 734th civil judgment;

Two, Shanghai Bailemen business service company requested that the original Shanghai Jingan business building (now changed to Shanghai FESCO Business Building Co. Ltd.) 20% equity proceedings not support the request.
A second case acceptance fee, a total of 32820 yuan, from Shanghai Bailemen business service company and Shanghai city commercial real estate company each burden 16410 yuan.
This judgment is the final judgment.

The problem:

The core legal problems, 1 is a summary of the first and second instance court decision points (requirements: no more than 600 words, do not copy the original judgment);
2 if you are the judge, how would you judge? State your point of view, the reasons and legal basis; you do not support the opposite opinion (requirements: don't copy the original judgment);
3. assumes that the Supreme People's Court on dormant shareholder equity confirmation to draft judicial interpretation, please advise on the following question: if the so-called "dormant shareholders" had voluntarily dormant (that is not recorded in the articles of association of the company, shareholders or industry and commerce registration), then the "dormant shareholders to the company claims to" and "stockholder" (that is, in the register of shareholders officially recorded and the industrial and commercial registration). At this time, the company or the apparent shareholders may oppose. Then, in what are the requirements, the court should support the dormant shareholders request? Please draft judicial interpretation of the provisions and demonstrated.

Case three (30 points):

Guangdong Province Food Industry Co. Ltd. and China XinDa Asset Management Co Guangzhou office appeal loan contract dispute case
The appellant (defendant in the original instance) Guangdong Province Food Industrial Co., ltd..
Appellee (the plaintiff) Chinese XinDa Asset Management Co Guangzhou office.
The defendant in the original instance, Guangdong Province food group company.
The defendant in the original instance, Guangdong Province food group HSBC frozen food company.

The appellant Guangdong Province Food Industry Co. Ltd. for loan contract disputes case, the Guangzhou Yuexiu District people's Court (2005) east method people in early two No. 2031st civil judgement, the appeal to the Guangzhou intermediate people's court.

The trial court that: the Construction Bank Guangzhou branch (hereinafter referred to as Chinese Tianhe Tianhe CCB) and Guangdong Province food group company (hereinafter referred to as the food group company) signed the loan contract, and Guangdong Province food group HSBC frozen food company [HSBC company (formerly Guangdong Denon HSBC Group, frozen food company "hereinafter referred to as the Denon frozen company >)] the guarantee contract signed, is the true meaning of the parties, the content validity. Tianhe CCB actually granted the loans to the food company, food company and HSBC, should fulfil obligation of repayment and guarantee, otherwise it shall bear the liability for breach of contract. Tianhe branch according to the relevant state provisions to loans and guarantees the right to transfer to the appellee, fulfill the obligations of notification to the provincial food group company and HSBC, the appellee shall become the loan creditor, right to the debtor and guarantor claims....... The appellant and appellee against HSBC argues that exceeded the limitation of action, reason not established. Food group company in the loan expires without the repayment of principal and interest loan, their behavior constitutes a breach of contract, should bear the liability for breach of contract. HSBC companies voluntarily as food group company's loan guarantor shall bear joint and several liability, in accordance with the contract. HSBC company assume responsibility to enjoy the right to recourse Guarantee Law thirty-first stipulation.

HSBC, Guangdong Province based food companies the right to use land in stripping, receivable group company claims, non production and management of assets, assets of four assets, the Enterprise Inc system part of the transformation, set up the appellant. The appellant and Guangdong province contains not only the HSBC, food companies to transfer out of the 134360000 yuan of property and debt of $134360000, while two of 20074400 yuan of net assets of the company. The HSBC company belongs to the part for the company is in the transformation of enterprises, enterprise division based on the. Renovation of enterprises for the company, because the business part of the property has been transferred to the new company, resulting in the decrease of the value of the assets of HSBC, its external debt paying ability is reduced correspondingly. And enterprises of all property as the material foundation of an enterprise as a legal person, is the general guarantee its foreign debt. Therefore, when the bank company to repay the debt, according to the principle of enterprise legal person property, the creditor the appellee will still be able to establish a new company that the appellant advocate of creditor's rights, the appellant shall bear joint and several liability and HSBC in the received property within. The appellant receiving HSBC company property for total assets of HSBC excluding assets part, namely, the total assets of 194250000 yuan - stripping assets ($51142900 + $44640100 + $5218700 + non business assets). Due to the lack of evidence of HSBC in the "non operating assets" in the share, but the asset will affect the Guangdong Province food company or company creditor's interests, so the case for HSBC, stripping the assets according to the temporary full deduction treatment. According to this method, the case that the appellant receiving HSBC company assets for 91598300 yuan.

In accordance with the "general rule of the civil law" article 135th, article 140th, "the people's Republic of China Economic Contract Law" article sixth, the first paragraph of article twenty-ninth, article fortieth, the "PRC security law" article twenty-first, article thirty-first, "PRC Civil Procedure Law" article 139th, the Supreme People's court "some issues concerning the application of people's Republic of China Security Law > interpretation of" the first paragraph of article forty-second, the Supreme People's court "provisions" several issues on the trial and enterprises related to civil dispute cases, the provisions of article sixth, the decision: within 10 days, in the day of judgment takes legal effect, Guangdong food enterprise group company to appellee China XinDa Asset Management Co Guangzhou office to repay the loan principal of 5000000 yuan and interest (meter to 1003104 yuan in June 21, 2005, from June 22, 2005 to pay off the date, in accordance with the provisions of the people's Bank of Chinese contemporaneous overdue loan interest rate). Two, Guangdong Province food group HSBC frozen food company bear joint and several liability for the debts of the Guangdong Province food group company. Guangdong Province food group HSBC frozen food company assume responsibility, have the right in accordance with the "Regulations of the people's Republic of China Security Law" in article thirty-first, Guangdong Province food group company to recover. Three, the appellant Guangdong Province Food Industry Co., Ltd. bear joint and several liability for the debt secured by Guangdong Province food group HSBC frozen food companies in the $91598300 range. Litigation costs 70562 yuan (including the fees for accepting the case 40026, the property preservation fee 30536 yuan) by food group company burden, jointly and severally liable to the appellant and hsbc.

After trial, the appellant may appeal to the court judgement, the appeal that:
One, the appellee on HSBC companies prosecution exceeded the limitation of action, the loss of the right to win.......
Two, the appellant in the establishment of not receiving the HSBC, the assets of 91590000 yuan, the cognizance of the law can not be established, the appellant shall not bear joint and several liability in "receive HSBC company assets 91598300 yuan" the secured debt of HSBC range.
First, the establishment of the appellant is a food group company, China food group and food group company employee stock ownership will be three shareholders, HSBC in the appellant has rights only at the division in the possession of the shares, and there is no evidence that the appellant directly receive HSBC company property; secondly, according to the rules of "rules" about the problem of restructuring the trial of civil lawsuits related to enterprise some of the provisions of article sixth, the appellant received HSBC company property scope shall be the Secretary in the appellant owned shares, at least in the division of ownership responsibility. Moreover, the appellant and the other shareholders, the total share capital of only 16779500 yuan, if that the appellant shall bear joint and several liability and HSBC in the $91590000 range, it will damage the legitimate rights and interests of other shareholders. Therefore, the identification is not appropriate, in fact, legal theory is untenable.......
The respondent was called:
One, the appellee on HSBC companies prosecution does not exceed the limitation of action.......
Two, the appellant shareholder, said the establishment is funded by the provincial food group and food group company, about this question, in the first instance has made a lot of investigation, HSBC company restructuring and the appellant is how to set up, there is a reform program, reform scheme is through the implementation of the provincial government approved the trial, the court of first instance and the appellee to the commerce and Industry Bureau take the relevant documents, these documents are from the industrial and commercial bureau take out, that the appellant is entirely in accordance with the implementation of these documents scheme, so now the appellant the restructuring plan basic fact these reasons and restructuring and relevant province the government put forward is not the same, is not valid. In accordance with the restructuring plan, receiving assets, minus liabilities, net assets of the rest, and then receive the new shareholders, so the appellee that the appellant reason and facts are not established, this court upheld the request processing.

HSBC, ruled the trial court also appeal, because if it fails to pay the fee for accepting the case by the court rules in accordance with the automatic withdrawal of appeal.
The trial court found: December 27, 1995, Tianhe CCB and food group company signed a number (95) days of the No. L3 RMB fund "loan contract"....... On the same day, Tianhe CCB and food group company, Denon frozen company signed a number (95) days of the No. thirteenth "guarantee contract"....... In December 27, 1995, CCB to Tianhe food group company issued 5000000 yuan loans. In 1996 February, Denon refrigeration company change its name for Guangdong Province food group HSBC frozen food company (i.e. HSBC company). The loan after the expiration of the contract, food group company outstanding loan principal and interest, the HSBC, also fail to perform their obligation....... In December 17, 1999, CCB will the Tianhe loans transferred to the respondent, the two sides signed the "credit assignment agreement"......

The other identified: food group company in 1998 made "on the Guangdong Province food group company under the two subsidiary company restructuring plan", content is: Food Company Food Group's wholly-owned enterprises (full name for Guangdong Province food company) and HSBC frozen food company (i.e. HSBC) net assets assessment after peeling, non production business assets, accounts receivable creditor's rights, as the company has a total capital assets and the assets of the land use rights, 40% of them as food group company held by the state owned corporate capital, 20% to Chinese food group company, 40% transferred to the province, this group of employees, three pieces of capital formation of a new limited liability the company, after the formation of the enterprise name for Guangdong Province Food Industry Co., ltd.. The reform scheme also include: the examination and confirmation by Provincial State Bureau, to December 31, 1997, assets evaluation, food companies and HSBC frozen food company's result is: 1, the total assets of 318330000 yuan, the provincial food company is 124080000 yuan, HSBC frozen food company is 194250000 yuan; total assets (1) land use rights valuation 88738700 yuan, (2) the receivable Guangdong Province food group company owed 64433900 yuan, (3) non operating assets L65 million (refers to the staff quarters without housing reform), (4) a problem assets of 8173000 yuan, after deducting the four actual asset value of 155334400 yuan; 2, total liabilities of 134360000 yuan, of which province food company is 67270000 yuan, HSBC frozen food company is 67090000 yuan; 3, the net assets stripping is not included in the new enterprise assets of enterprises was 20974400 yuan; new Guangdong Province food industry limited company to release the new enterprise assets is not included in the enterprise net assets of 20974400 yuan, according to the relevant provisions of the provincial government of No. [1997]99 in this paper, according to the 80% discount to net assets of 16779500 yuan of the total share capital as.

And find out: in December 25, 1998, Guangdong Province Food Industry Co., Ltd. for the "business license of enterprise legal person", the company registered capital of 16779500 yuan, of which food group company to physical capital 6711800 yuan, accounting for 40% of equity; Chinese food group company to currency investment 3355900 yuan, accounting for 20% of the shares; food group company trade union committee money invested 6711800 yuan, accounting for 40% of equity. Subsequently, the HSBC, transferred to the creditor's rights and liabilities, still retains a "business license of enterprise legal person". Guangdong Province food companies to have "business license of enterprise legal person".

The problem:
1. about the appellant Guangdong Province food industry limited company shareholder investment, industrial and commercial registration information more food group company in 1998 made the "restructuring plan" of Guangdong Province food group company under the two wholly owned subsidiaries and Guangdong Province food industry limited company, tries to analyze the significance of the similarities and differences between the two in formulation and its legal on the.
2. try to avoid the judgment way of expression, tries to use the formation process of standard legal concept restatement of Guangdong Province food industry limited company (the so-called "enterprises"), description of the main legal relationship, the legal acts, legal effect.
3 if you are a trial judge, would you support a trial? The case should be how to deal with? Please explain your point of view, the legal basis.