A, Liao Moumou and online shopping contract disputes Shenzhen Technology Co. Ltd. case

[the court] Wucheng District People's Court of Jinhua City

[case] (points1The network shopping), about the network shopping agreed between consumers and Taobao businesses, is essentially the two sides set up a sales contract. (2) "the true meaning fake a compensable million" merchants made voluntarily, in does not violate the provisions of the state legal case, protect the rights and obligations between the two shall be governed by the laws of the. (3Consumer advocates) according to the "false a compensate ten thousand yuan" require companies to pay compensation, the right to freedom of action, and does not damage the interests of the state, collective, and others, should be supported. (4) network shopping people into a life, online shopping market integrity and regulating.

[fact]2012Years7Month11Day, the plaintiff Liao Moumou in Taobao Tmall mall flagship store to buy a skirt1The defendant, in the product details stated in the:1Material: silk fabrics, main content:91%-95%.2Products for the brand design center designers latest works, import Eugen yarn silk fabrics, limited edition600A three-dimensional cutting, precision, quality assurance, fake a compensable million.3By making the goods not stained Eugen yarn, and the better chemical fiber Eugen yarn do a comparison test, soon see the difference is very apparent. Comparison chart with silk yarn and chemical fiber yarn Eugen Eugen.

2012Years7Month13Day, the plaintiff received the goods, not silk material, then with the seller negotiation, failed. The same year7Month31Day, the plaintiff will be the commodity exchange textile testing center testing, inspection report stated: fabric composition the goods for polyester fiber and polyamide fiber, silk content is zero.

The other identified: the flagship store is the defendant Shenzhen city science and technology limited company set up in Taobao online. The case involved the commodity value299Yuan, the plaintiff for the commodity to spend fees for examination200Element.

[after] Wucheng trial court that: the original, the defendant between online shopping contract, is essentially the two sides set up a sales contract. The "fake a compensable million" the defendant voluntarily make the true meaning, does not damage the interests of society and others, will not violate the mandatory provisions of the law, so the sale contract is established and effective protection, relations between the two sides benefit obligations shall be governed by the laws of the. The defendant to the plaintiff to provide goods, after testing, silk content is zero, does not conform to the contract on the "silk fabric material system, main content:91%-95%A contract. The defendant made "fake a compensable million" commitment, is to set their own obligations, the parties to obtain the corresponding right to the plaintiff, the defendant shall fulfill the obligation of reparation. Although the "fake a compensable million" can be understood as "false a compensate ten thousand yuan", "false a compensate ten thousand times", the plaintiff claims according to the "false a compensate ten thousand yuan" to require the defendant to pay compensation, the right to freedom of action. The plaintiff asked the defendant to return the shopping section299Yuan litigation request, reasonable and legitimate, should be supported. The defendant may be returned to the plaintiff purchase after the plaintiff asked to retrieve the goods. The plaintiff goods fabric spend fees for examination of purchase in order to detect the silk200Yuan, the cost is due to the breach of contract, the defendant bear. The defendant legally subpoena refuses to do so without justified reason, is the national legal system of contempt, is its waiver. The court judgment defendants to return the plaintiff purchase299Yuan, clothing fabric inspection fee200Element, and pay the liquidated damages10000Element.

[results] society with online shopping into people's daily life, online shopping is becoming the people especially young people consumption. Network shopping is different from the traditional shopping, the commodity is appreciable in the traditional shopping, online commodity is invisible, untouchable, consumers rely on business written descriptions and photos to choose goods. Therefore, the network companies abide by the principle of good faith to the market is particularly important. At present, online shopping market is booming, but various legal disputes at the same time in online shopping also emerge as the times require, such as goods or service does not conform to the description, delivery delay, after sale service is not guaranteed. In this case, the defendant made "fake a compensable million" commitment, is to set their own obligations, but also to obtain the corresponding rights contract. The traditional shopping we call for honesty, network shopping need more integrity and specification. Only in this way is more conducive to the protection of the rights and interests of consumers, but also more conducive to the operator and the healthy and orderly development of the online shopping market.

 

Two, Quzhou photovoltaic Limited by Share Ltd and Jiangsu Solar Lighting Company Limited sales contracts, letters of credit fraud cases

[] the court of Quzhou City Intermediate People's court

[case] points of photovoltaic industry is in Zhejiang province and Quzhou city focus on fostering the development of strategic emerging industries, a Limited by Share Ltd and a Jiangsu Quzhou photovoltaic solar lighting company limited series of disputes background is China's photovoltaic industry experience and the implementation of anti-dumping, anti trust sanctions, the domestic photovoltaic market overcapacity, Quzhou photovoltaic enterprises on the verge of death edge. This series of cases involving Zhejiang, Jiangsu two three Court, and relates to the focus of Quzhou industry leading enterprises, through the end of the Yangtze River delta starting judicial cooperation mechanism, a complete solution in the joint efforts of two of the judges, series of disputes can be a package solution.

[fact] photovoltaic company of Quzhou City photovoltaic industry leading enterprises.2011Years8Month23Day, photovoltaic company signed a "contract" purchase and sale of solar photovoltaic modules and solar companies, to the company purchasing polycrystalline silicon solar PV module, the contract amount1000Million yuan. After the parties to fulfill the contract parts delivery and payment obligations. During performance of the contract, European countries to slash subsidies PV application, and has anti dumping, anti - monopoly investigation of photovoltaic products in China, photovoltaic export markets shrinking rapidly, photovoltaic products prices continue to fall. The impact of the macroeconomic situation, photovoltaic companies and solar companies disputes on the performance of the contract, both parties are to Quzhou city Qujiang District People's court, Quzhou City Intermediate People's Court of Jiangsu province and Yangzhou City Intermediate People's Court of contract disputes, fraud of letter of credit disputes, contract disputes, a total of three cases in litigation more than1500Million yuan.

[after] trial2011Years11Month25Day, the plaintiff photovoltaic company to the Quzhou intermediate people's Court of letter of credit fraud lawsuit, request any third Industrial Commercial Bank of China Ltd Quzhou branch to terminate the solar energy companies to pay under the letter of credit3163006Yuan funds.2012Years2Month3Day, the defendant jurisdiction objection, asking for the case to be transferred to the Yangzhou intermediate court.

2011Years12Month2Day, the plaintiff photovoltaic filed contract dispute lawsuit to the court of Qujiang District of Quzhou City, request any lifting its and the solar energy company2011Years8Month23Japan signed the "purchase contract" solar photovoltaic components, and by the defendant to return the advance payment597135Element.2012Years1Month4Day, Quzhou city Qujiang District Court of first instance verdict rejected photovoltaic company litigation request.2012Years2Month5Day, photovoltaic companies appeal to the Quzhou intermediate people's court.

The Quzhou intermediate people's court found in the first and second instance trial in the case, solar energy company in2011Years12Month1To the Yangzhou intermediate people's court contract dispute, requirements of photovoltaic companies continue to perform the two sides signed the "purchase contract" solar photovoltaic components and payment and default payments. The photovoltaic company put forward the objection to jurisdiction by the Yangzhou intermediate people's court rejected the appeal, to the Jiangsu Provincial Higher People's court.

Three cases occurred, the Quzhou intermediate people's court in a timely manner to the Zhejiang Provincial Higher People's court reporting, request start the judicial cooperation mechanism, collaborative two court resolve series of dispute between the two companies.2012Years9Month24Day, Zhejiang high court, Quzhou intermediate people's court related personnel rushed to the Jiangsu high court, photovoltaic and solar energy company consultations. Through several rounds of mediation, the two sides finally signed a settlement agreement: photovoltaic companies to solar, a one-time payment of a sum of money, and assist in handling tax matters, both disputes package solution. After the settlement agreement execution is completed, the two sides to the Quzhou intermediate people's court, Yangzhou intermediate people's court and the Jiangsu Higher People's court to withdraw the prosecution and appeal.

[results] the properly resolve social disputes, greatly reducing the burden of enterprises involved. After the enterprises through internal potential, expand foreign markets, smoothly through the winter of photovoltaic industry. Properly handle the case, to reduce the judicial cost, support key enterprises, guarantee the overall economic and social development effect.

 

Three, China City Real Estate Group Co., Ltd. and Hangzhou Kaiyuan Real Estate Group Co., Ltd., Kaiyuan Group Limited damages the interests of the company liability case

[the court] high people's Court of Zhejiang province (Trial), the Supreme People's Court (Trial)

[key] case this case system for shareholders contradiction caused by corporate governance disputes, the amount in dispute litigation3.3Billion yuan. During the course of the trial, the court on the basis of principle of special law is superior to common law, clarify the "company law" and the application of "tort liability act", and according to the provisions of the company law, "" article 152nd of the pre procedure of shareholder's representative action, the plaintiff have the prosecution to a review of the issues. Combining with the real case, the court rejected the plaintiff. The Supreme People's Court of second instance, upheld the first instance ruling.

[] the basic facts of China City Real Estate Group Co., Ltd. (hereinafter referred to as the Huacheng company) Department of Zhuji, a private real estate enterprises, the Kaiyuan Group Co., Ltd. (hereinafter referred to as the Kaiyuan) is a Zhejiang to operate the hotel based group, the Hangzhou Kaiyuan Real Estate Group Co., Ltd. (hereinafter referred to as the Kaiyuan real estate), Kaiyuan holding of real estate enterprises.2006Years11Month15Day, Kaiyuan and Huacheng company jointly funded the establishment of Ningbo Kaiyuan city in Ningbo Zhenhai home company (in this case third, hereinafter referred to as the Ningbo home), mainly the development of Zhenhai Jiulong Lake Hotel, commercial housing and other real estate projects. The Kaiyuan holding55%China City, holding company45%After the Kaiyuan, Kaiyuan real estate equity will be transferred to. After the founding of the company, established the appointed by the Kaiyuan real estate hole x, Chen Moumou and Wang Mou and the Huacheng company appointed Zhang Moumou, Yang X of the board of directors, and the hole so as chairman, Wang served as general manager. According to the provisions of the constitution of the relevant agreement Huacheng company and Kaiyuan, Kaiyuan real estate and home of the Ningbo, Ningbo home by Kaiyuan real estate and Huacheng company jointly sent shall be responsible for the daily operations (actual Kaiyuan real estate), into the KaiyuanOAContract management system, by the Ningbo real estate to pay management fees to the Kaiyuan, Huacheng company supervision.

Ningbo home after the establishment, of the Dragon Lake real estate development project. Since the2008Years, China city company and Kaiyuan real estate gradually intensified contradictions and.2009Years later, the Ningbo real estate held no attend board of directors, corporate governance structure come to a deadlock.

[after] trial2011Years9Month21Day, the plaintiff Huacheng company sued to the Zhejiang Provincial Higher People's court, called Kaiyuan, Kaiyuan XX, real estate and hole Chen Moumou, Wang Mou some five defendants as the controlling shareholder, actual controllers, directors and senior management personnel to carry out the following damage behavior: (Ningbo home1The Engineering) with unreasonable high prices, according to incomplete statistics,11A construction contract over the costs16837Million yuan (2)5The defendant Ningbo home at low prices to the relationship between commercial housing sales, led to the Ningbo property loss16000Million yuan (3)5The control of Ningbo home buyers signed false drama shooting contract, leading to the Ningbo real estate losses350Million yuan. In the Ningbo Real Estate Board of supervisors is not in accordance with the "company law" provisions of lawsuit cases, Huacheng company to initiate proceedings, request the court to order5The joint compensation third Ningbo home more than three behavior losses33187Million yuan.

5The defendant said: China City companies for different object of action, no action; a necessary pre program Huacheng company accused of failure to fulfill its "company law" provisions of the shareholders sued directors, executives; three had no factual and legal basis for. I request the court to Huacheng companies prosecution.

After many times of pretrial exchange of evidence, investigation and the two trial, the high court of Zhejiang in2013Years5Month16Japan ruled, that: A, Huacheng company litigation involves three legal relationships: one is the shareholder abuses the rights of shareholders and the interests of the company liability; two is the company's controlling shareholder, actual controller, director, supervisor, senior managers use related party transactions to damage the company's interests responsibility; three is the board of directors, senior management personnel damage the interests of the company responsibility. Huacheng company is actually to the defendants are jointly and severally liable for the merger trial reasons, basis of claim that joint liability is joint tort and the tort liability law "article eighth". But the three main legal relationship, constitutive requirements, object of action are not the same, obviously does not belong to the necessary joint action. But if you want to form a non necessary joint action, should be combined with action reason. According to the "tort liability act" provisions of article fifth, other laws have special provisions on tort liability, such provisions. Therefore, the case should be "company law". "Company law" stipulates the several types of liability, the parties could not invoke the "tort liability act" or "general principles of civil law" to achieve special escape to the general law litigation purpose, Huacheng company for the three kinds of liability of tort shall bear joint and several liability no factual and legal basis. Therefore, this case is not necessary joint action, nor does it constitute the common joint action. By the Zhejiang high court interpretation, Huacheng company put forward if the court finds for three V, retaining only the Kaiyuan real estate abuse the rights of shareholders to damage the interests of the company for. Accordingly, from the protection of the parties to appeal point of view, the case should be dismissed on procedural Kaiyuan, hole x, Chen Moumou, Wang Mou a prosecution. Two, China city company based on "company law" provisions about shareholders derivative litigation, shareholder representative litigation shall comply with the corresponding pre program requirements, is only in the board of supervisors declined prosecution after receiving a written request, or within thirty days of non lawsuit, shareholder derivative suit can be filed. The provisions of the preceding procedure mainly considering the limited intervention principle of justice in the company in the dispute. But in this case, the two interim case involved will not notice Kaiyuan real estate accredited supervisors Zhu Moumou participated, two supervisors convened procedures are defective. Two of the vote, a department Huacheng company members, affiliated enterprises a system and the Huacheng company employees, two people have voted in a vote, and not the resolution of the board of supervisors to inform the third people of Ningbo home company and supervisors Zhu Moumou, therefore, do not rule out the two people with the Chinese city the company filed a lawsuit against the legislation as soon as possible, the purpose of this and company law set pre procedural remedy for all internal. Moreover, two copies of a resolution of the board of supervisors as the meeting place than the actual meeting place. Combined with the board of supervisors presence notification procedural flaws and resolutions of the board of supervisors of doubt, there is reason to believe that the pre procedure related procedure is not complete, Huacheng company should continue to perform in accordance with the pre procedure of derivative action "company law" 152nd article after, can bring a lawsuit to the board of directors, senior management personnel. Three, about the Chinese city of Kaiyuan, Kaiyuan Company property due to damage the interests of the company and put forward a. "Company law" provisions of article 152nd of the company, the directors of derivative action, senior management personnel to damage the interests of the company situation, but does not specify the controlling shareholder's abuse of right of shareholders to damage the interests of the company can lift, derivative action. As mentioned before, in order to carry out the company autonomy and judicial limited intervention company dispute principle, Huacheng company to bring the company derivative action, should also be in accordance with the provisions of the company law, "article 152nd", carry out the principle of internal relief exhausted company. The Chinese city of Kai Yuan Real Estate and Kaiyuan prosecution, the statement does not meet the requirements. To sum up, court rejected the plaintiff Huacheng companies prosecution.

[results] the society between shareholders contradiction is deep, administration lawsuit Ningbo home buyers have come to a deadlock. Case into the proceedings, the larger social impact, a high degree of concern. The Zhejiang high court in the trial process, always pay attention to grasp the essence in this case as a company action, from the point of view of maintaining the interests of shareholders, after careful consideration of the appropriateness of case processing effect, and ruled to barge back to China City companies prosecution. Second, the Supreme People's court that, Huacheng company sued the statement does not meet the conditions, in the2013Years11Month16To maintain order. A trial of the case ruling after the entry into force, China city of Ningbo home if there is a problem of nominal construction cost or low-cost sales of commercial housing, can through negotiation or company dissolution lawsuit form of relief.

 

Four, Chen Moumou and Longquan City Chemical Co., third human hair x, Wu Moumou requests a change of company registration dispute

[the court] the people's Court of Longquan City

[case] from the concept of asset transfer points and transfer of shares, can be easily found significant differences, that transfer of the different object, the former as assets, the latter for the shares, but in practice it often causes confusion phenomenon. In general, the equity transfer and the transfer of assets has the following three essential difference: (1Transfer of the subject) is different, the equity transfer is in the old and new shareholders between transactions, and transfer of assets is between external third person company and the company has assets of the transaction. (2The object of transfer) is different, the equity transfer transaction is owned by the shareholders equity, transaction object contains the connotation of the right to the right of property and non property rights. Asset transfer transaction is the company has all kinds of property, the creditor's rights and other rights, transaction object contains the right meaning usually only relates to economic rights, transaction of assets is a typical property exchange. (3Income tax obligations) in different subjects. The transfer of shares, in addition to stamp duty tax income tax obligations is to obtain equity price by the transferor (the old shareholders). The transfer of assets, in addition to stamp duty tax income tax obligation subject is acquired assets transfer price of the transferor (transfer of assets of the company.).

[] hair so basic facts and his mother the former Department of Longquan City Hua Mao a chemical limited company, the total95%,5%Shares.

2007Years12Month22Day, Mao X and Chen Moumou, Wu Moumou signed the "transfer contract" agreed, the chemical company land, plant, equipment and other assets to450Million transferred to the price of Chen Moumou, Wu moumou. The contract clause fourth: "Party B (Chen Moumou, Wu Moumou) to pay all the transfer payment, Party A (Mao XX) city of Longquan will be a Chemical Company Limited registered fifty percent shares transferred to the Party B, the rest of the Longquan City chemical industry limited company business registration, legal representative of Longquan City, fifty percent of the shares of a Chemical Co. Company Man Mao XX, Chairman Mao name, must keep to2015Years12Month30Date. In the effective date of the contract, Party A shall not participate in the Longquan City Chemical Co. Ltd. business, dividends, nor bear Longquan City Chemical Co., the company's debt."

2009Years5Month25Day, chemical companies will be the industrial and commercial registration: Mao XX, investment126Million yuan, the proportion of investment45%, executive director, as the legal representative of the company; Mao Hua, investment14Million yuan, the proportion of investment5%The board of supervisors, Ren; Wu Moumou, investment70Million yuan, the proportion of investment25%, general manager Chen Moumou, investment70Million yuan, the proportion of investment25%, was appointed Deputy General manager.

2010Years12Month16Day, Mr Chen and Wu Moumou signed the "equity transfer agreement", agreed to Wu Moumou the actual holding shares of the company (including its chemical name25%And hair a name by the corresponding shares) transferred to the transferee's Chen moumou.

2012Years10Month29Day, Chen Moumou chemical company as a defendant, Mao x, Wu Moumou for third people to Longquan City People's court proceedings, said2007Years12Month22Day, Chen x, Wu Moumou and hair Moumou chemical company signed the "equity transfer contract" agreed to transfer, Mao x will chemical company100%Shares (including Mao Hua5%Shares) transferred to Chen Moumou, Wu moumou.2010Years12Month16Day, Mr Chen and Wu Moumou signed the "equity transfer agreement", agreed to Chen Moumou transferee made Wu Moumou held China and Hong Kong Ltd.50%Shares. Therefore, Mr. Chen on the same day will be260Million yuan shall transfer all the payment to Mr. Wu, the Wu Moumou issued a collection receipt. At this point, Chen Moumou transfer made chemical company100%Equity. Request the court to order the defendant chemical company will be registered in the third human hair a name22.5%Shares.45%Half belongs to Wu Moumou share) the alteration registration Chen Moumou name; chemical company will be registered in the name of Mr. Wu25%The company registration to Chen Moumou.

[] trial after Longquan court that limited liability company between the shareholders may transfer all or part of its equity, equity changes shall be registered with the company registration authority. In this case, Mao X and Chen Moumou, Wu Moumou between the equity transfer contract transferring the true meaning of the two sides, the contract is not in violation of the laws, should be effective. "Transfer contract" has confused the equity transfer and transfer of property, as the transferor to shareholders, rather than the company, then both sides not destroy the company's main qualifications, it shall determine the contract as the contract of share transfer.

In this case, Mao X and Chen Moumou, Mr. Wu is in2007Years12Month22On the "transfer contract" agreed to hold hair and chemical company business registration50%Company, legal representative, chairman of the name, must keep to2015Years12Month30From the day2016Years1Month1Date, the corresponding shares and registration of change. But the signing of agreement between the two parties, Mao x still represent chemical company actual exercise of authority, in violation of the agreement between the two sides in the "transfer contract" in the hair does not participate in the contract business, constituted a breach of contract. Each side of the contract in accordance with the law, Wu Moumou Chen Moumou in both sides agreed the alteration registration before the expiration of the term,Requirements of certain statutory registration obligations. At the same time, in accordance with the provisions of the company law, limited liability company between the shareholders may transfer all or part of its equity. In this case, Wu Moumou in the hair a shares, to2010Years12Month16Will hold its chemical company (including registration in Wu Moumou25%And the hair a name22.5%) are transferred to the Chen Moumou, and received Chen Moumou pay equity transfer, in accordance with the law, in its chemical company shareholder rights have been transferred to Chen Moumou, chemical company name and capital contribution again as the cause for the change, chemical companies should be registered with the company registration authority in accordance with the law. Accordingly, for the change of ownership registration formalities at the Department of industry and commerce within ten days of the judgement in decision chemical company on the date of entry into force, the hair and hold22.5%, Wu Moumou held25%The registration of alteration of equities to Chen Moumou name, Mao x, Wu Moumou shall cooperate.

[results] society in this case both parties signed "transfer contract" in the article: "the paid transfer of Party A in Longquan a chemical company limited land, plant, equipment to Party B, the transfer price of RMB sibaiwushi 10000 yuan." From the terms of the contract, the parties entered into a contract is the transfer of assets. The court holds the "substance over form" principle, to clarify the essence difference between the transfer of assets and transfer of ownership of the contract Party A: chemical company's original shareholders, rather than the company itself; according to the "contract of assignment" both sides of the fourth transfer is the original shareholders of wool and chemical company in dividends, management and other property rights and non property rights; although both sides agreed land, plant, equipment transfer chemical company, but the two sides did not destroy the company's main qualifications. So that the "transfer contract", the equity transfer contract.

 

Five, Kim, Xu X and Shengzhou City shareholders damage the interests of creditors in a plastic limited company disputes

[the court] in Shengzhou City People's Court (Trial), the Shaoxing City Intermediate People's Court (Trial)

[case] according to the provisions of the company law, "points" and "rules" governing the registration of companies, the company shall after the completion of the liquidation for cancellation of registration, legal person terminates. But in practice, some main commercial reasons for dissolution in the company, not liquidate according to the law, but by the false liquidation report to the administrative department for Industry and Commerce for cancellation of registration, a serious violation of the interests of creditors. The Supreme People's Court judicial interpretation of the company law (two) of nineteenth made this clear, the obligor of liquidation by false liquidation report for the cancellation of registration, shall bear the corresponding compensation liability for the debts of the company. The liquidation obligor is more than one person, among a plurality of liquidation obligor shall bear joint and several liability.

[fact]2003Years5Month13Day, accounted for separately to Kim, Xu x85%,15%The proportion of shares, investment in the establishment of the registered capital of200Million Shengzhou Guangye Automobile Sales Co., Ltd. (hereinafter referred to as a company).2007Years12Month10Japan, by Kim payment voucher in Shengzhou city in a plastic Co. Ltd to cause temporary loans signed borrowing from plastic company150Million yuan, plastic company through the bank remittance borrowing on the same day150Million yuan, the company had not returned a. To2008Years7Month12Day, Hirono because the company shareholders' meeting decides to dissolve to the registration authority for cancellation and submit a liquidation report. The report says: stop2008Years7Month12Day, no company accounts receivable and debt, with a net value of fixed assets201Million yuan. The remaining assets of shareholders according to the proportion of equity dividends. The registration authority to2008Years7Month17Japan approved the cancellation of registration of a company. After the dissolution of a company, Kim, Xu x as a shareholder of the company is not on the plastic company debt relative process. The case fact occurs during litigation, plastic company legal representative Xu Jia and Kim is the stepson stepmother relations, Kim, Xu x is mother and daughter relationship. Plastic company to the Shengzhou City People's court asked Kim, Xu x immediate repayment of loans150Million, and bear interest from the date payment of charges to the date of bank loans.

[] trial after Shengzhou court that: Although the occurrence of plastic company and open inter company lending relationship, two companies of the legal representative of the identity relation is more special, but it still can't change belongs to the nature of the loans between the enterprises. In view of the case when disputes arise, Hirono has cancelled, and taking into account the loan is interest, and not agreed repayment period, the two sides did not provide a source of payment does not belong to the plastic company evidence of its own funds and so on, according to the economic situation within the jurisdiction and environment and similar loan trading habits, in both sides are not objection cases, effect on borrowing no longer judge. But no matter how the effectiveness, the creditor is plastic the right company, Hirono company shall be within a reasonable period of the loan principal promptly return. Because the plastic company and a company not agreed loan return performance period, it shall be creditor claims plastics company at any time. Taking into account the two company's legal representative of human special identity relationship, there is reason to believe that any state, plastic company is always on the claims Hirono company. Due to the corresponding evidence Kim, Xu x did not provide enough to recognize debt has been wiped out, and not offer Hirono the company liquidation, according to legal requirements, a written notice evidence to the plastic company; and the cancellation of registration, the remaining net assets of Hirono has clear company has Kim, Xu x press the proportion of free has, therefore, the cancellation of registration behavior of Hirono company according to not be legally liquidation of the fact, the actual infringement Kim, Xu X damage the interests of the creditors of the company, Hirono. Accordingly, as both company and the Department of the company liquidation group member Kim, Xu x should be in possession of the property share, bear the responsibility of compensation for each joint plastic company loss. As for Kim, Xu x on the limitation of action plea opinions, because the repayment period is not clear, and according to the experience of daily life, the legal representative of plastic company and Kim, special identity relationship between Xu x based on major contradiction, not in the family circumstances, will think of their business has been in a normal state, moreover, Kim, Xu X and did not provide other plastic company knows or ought to know the corresponding evidence rights are violated, so the case of aging, only to claim the plastic company, determine its know or should know the date of litigation prescription starting rights are violated. To sum up, plastic company litigation request has the corresponding facts and legal basis, should be supported. Ruling Kim, Xu x should be85:15The proportion, are jointly and severally liable, jointly pay RMB plastic company150Million yuan.

Kim, Xu x the verdict of the first trial to the Shaoxing intermediate people's Court of appeal. The Shaoxing intermediate people's Court of second instance trial by that, according to "the Supreme People's Court on the application<Company law of the people's Republic>Provisions for some problems (two) "the provisions of nineteenth: the shareholders of limited liability company, the Limited by Share Ltd directors and controlling shareholders and actual controllers of the company, after the company dissolution, malicious disposal company property losses caused to the creditor, or in accordance with the law without clearing, using false liquidation by the company registration authority for cancellation of legal person registration, the creditors claim that the bear the corresponding compensation liability for the debts of the company, the people's court shall support. In this case, Xu x x gold as a shareholder and the liquidation group members, not be paid the debts of the company, namely the distribution of residual assets and company, the company canceled, apparently not liquidation according to law responsibility, and the assignment of assets of more than in the case of debt, the plastic company without liquidation150Bear the corresponding compensation liability million in debt. Dismiss the appeal decision, upheld the.

[result] in the society after the company dissolution, liquidation obligor either do not perform or improper fulfillment of obligations of liquidation, or with malice, dividing the property of the company will be on the relative person rights and interests, especially the creditor's interest is caused damage, it is against the original intention of the shareholder limited liability system design. In this case, Kim, Xu x as shareholders and the members of the liquidation group, liquidation shall be carried out in accordance with the "company law" provisions of the people's Republic of China, will notify the company dissolution and liquidation of all the known creditors, and after paying the liquidation expenses, wages of workers and so on, and payment of company debts, the remaining property according to the shareholders in proportion to. A company during liquidation, liquidation, the liquidation of the written notice will not plastic company dissolution of the company, Kim, Xu x as a shareholder and the liquidation group members, not be paid the debts of the company, namely the distribution of residual assets and company, the company canceled, apparently not liquidation according to law duty, and the distribution of assets exceed the debt, the people's court in strict accordance with the law, that Kim, Xu x with plastic company without liquidation150Bear the responsibility for compensation million in debt. The decision to protect the creditor's rights to property, to urge the liquidation obligor to perform the obligations of liquidation according to law, to better safeguard the company liquidation smoothly.

 

Six, Guangli constant microfinance dissolve Limited by Share Ltd dispute case

[] the court of Jinhua City Intermediate People's Court (first), Zhejiang Province Higher People's Court (Trial)

[case] points of small loan companies as a new thing, is not only a financial company, is a modern enterprise, according to the company system to regulate the operation. Case involving Jinhua City Jindong Guangli constant small loans to Limited by Share Ltd (hereinafter referred to as Guang Li Heng) due to management problems, the contradiction between the shareholders, since the2011Years9Month, stops the normal business activities. In order to avoid Guang Li Heng business cause greater economic losses, by the Jinhua City Intermediate People's court and the Zhejiang Provincial Higher People's Court of second instance being the final instance,2013Years3Month27Day, Guang Li Heng company became the first province to dissolve the petty loan company.

[fact]2008Years7Month, Zhejiang Province issued the implementation of the views of small loan company pilot.2009Years12Month31Day, Guang Li Heng company by the approval of industrial and commercial registration and establishment, the registered capital of8000Million yuan, operating range: for the small loans in Jinhua City Jindong range; for the development of small enterprises management, financial advisory business (excluding the financial, securities, futures consulting). Industrial and commercial registration records, the nature of the company as a Limited by Share Ltd, legal person shareholders4Home, natural person shareholders7People. Among them, the main sponsor of a Zhejiang Iron Tower Manufacturing Co. Ltd. (hereinafter referred to as the tower holding company)20%Jinhua City, a printing material Co., Ltd. (hereinafter referred to as the Printing Materials Corporation), a Zhejiang Construction Company Limited (hereinafter referred to as the construction company), a Construction Engineering Company Limited (hereinafter referred to as the engineering company) the shareholding10%, Wu Moumou, Lou x, x, Li Sheng of the shares10%, Xie Moumou ownership5Mao x%, and Xu XX each holding2.5%. But the actual holdings as main sponsor of the company: Tower20%The shares, which10%Department of building and real investment, the company's actual control line tower Shao X; printing materials company10%The actual investor, Shao X; engineering company10%Shares in the5%Department of building a contribution; Sheng10% stake is Shao Li Mou some certain investment10Shao x% stake is funded. Because the contradiction between individual shareholders, affected the normal operation of the company, the company in Guangli constant2011Years9Months after cessation of normal lending business. Since the2011The second half of the year, Gold East Branch has organized the shareholders for the coordination between the shareholders of personal economic dispute, overdue owing on the loan and other issues, failed.

[after] Guangli Henggong since the trial2011Years9Month after stopping normal lending business, companies run into deadlock. After several calls, only to the general meeting of shareholders2012Years5Month24Held a successful, also failed to share transfer or liquidation, dissolution of the company, decided the collection of overdue loans such as formation of resolution, has serious difficulties in operation and management of the company.2012Years7Month12Day, Jinhua intermediate people's court accepted Guangli constant dissolution of the company disputes.

The Jinhua intermediate people's court after hearing that: (1) engineering company, construction company, building a capital contribution4000Million, plus bonuses and deserve is in the account of the company have1000Yu Wanyuan, the secured loan interest are close to the interest of bank reference4Times, and in2011Years8Months ago were scheduled service. Cause Guangli constant of the business is in a "separatist" status, main reason is responsible for by the shareholders the name of the loan amount, loan implementation package bag, shareholders implement additional security business model for the loan. Guang Li Heng company accused engineering company, construction company, building a lawsuit purpose is pure, have no basis in fact. (2) management Guang Li Heng has serious difficulties. According to the company law and the provisions of the company law judicial interpretation, judge whether management company serious difficulties, should be from the company's shareholders, the board of directors or executive directors and the board of supervisors or board of supervisors of the present running status of the comprehensive analysis. In this case, engineering companies, construction companies, building a and the third people each accounted for Guang Li Heng50%Investment, as long as the two sides the views of shareholders differences, do not match, cannot form effective voting, obviously affect the company's operations. The chairman Shao x as one of the two party contradiction each other shareholders, has been unable to overall management company, Wu Moumou as company chairman of the board of supervisors is unable to exercise the supervisory authority normal.2011Years8Month, Guang Li Heng company dividends, engineering companies, construction companies, building and excluded, thus to guarantee the payment of interest loans,4400Million yuan loan maturity also fails to repay. These loans accounted for the registered capital of the company and constant50%Above, seriously affecting the normal operation of the company. The above shows the wide Li Heng company has serious internal obstacles in management. And after several call, only to the general meeting of shareholders2012Years5Month24Held a successful, but failed to form a resolution. Visible, the internal mechanism of Guang Li Heng companies have been unable to normal operation, the company deadlock, has serious difficulties in operation and management of the company. (3) Guangli constant deadlock based on long-term can not be resolved, according to the Supreme People's court "on the application of 'of the people's Republic of China Company Law' several provisions of the (two)" the provisions of article fifth "the parties cannot reach consensus to continue the company, the people's court shall make a timely decision". A comprehensive analysis of the court thinks, management Guangli constant company has serious difficulties, in accordance with the decision to dissolve the Guang Li Heng, the best way is to control risk, the protection of the interests of shareholders, to solve the problem.

By the Zhejiang High Court upheld the decision to dissolve the company, the Jinhua intermediate people's court in2013Years6Month17Date of acceptance of the application, Guangli constant company liquidation case. The company liquidation according to law, no foreign debt, but still have the property available for distribution to shareholders. The liquidation group has been on the property of the company made two pre distribution, are of Guangli constant company claims for final processing.

[result] in the case of society, Guang Li Heng the inception of the company will sign the "dormant investment agreement", the "Yin and Yang holding" irregular situation brings great hidden danger for the future development of the company; in the business model, take the "packet packet receiving loan" business model, disputes, shareholders act of one's own free will, the company's business is in a "separatist" state; in the management level, because the Guangli Heng set by the shareholders of the name was responsible for the implementation of the loan amount, loan package bag, shareholders to implement additional security business model for the loan, shareholder direct intervention management makes the company called management exist in name only, cause the company has the serious management obstacles -- many illegal act, is clearly contrary to the national pilot small loan company's true intention, in violation of the provisions of the law on corporate governance structure, the operating norms.

According to the Zhejiang court found the petty loan company governance structure and management system problems in the trial of the case, to2013Years7Month23Judicial suggestions to the people's Government of the province, the financial work leading group office, analyzes the petty loan company existing in the structure of corporate governance and business model issues, showed the risks arising from the recommendations in the link, approval, supervision and services to further strengthen the management and improve the system design, the provincial people's government financial work leading group office affirmation.

 

Seven, Jiande wesheda Textile Company Limited bankruptcy reorganization case

[the court] the people's Court of Jiande City

[case] (points1) play a decisive role in the market in the allocation of resources, through multilateral cooperation widen investment channel, but insolvent enterprises to "Teng cage for birds", invigorated the stock assets, promote the industrial structure adjustment. (2Company) connected self liquidation and bankruptcy liquidation, the completion of the asset and debt audit audit. (3The people's court in the trial), give full play to the people's court and the local township government and the creditor coordination and communication convenience advantages. (4The integrated use of a variety of ways to reduce) the cost of bankruptcy, a meeting of creditors to vote from the assessment link, save the assessment of costs, reduce management costs. (5To support the tax levy) after the bankruptcy procedure, solve the problem in the case of bankruptcy of taxes and fees, and to play a positive role in promoting the introduction of investors. (6The difference between the proportional allocation method) to pay off the debts to the ordinary creditor's rights, improve the proportion of small creditors, led to the reorganization plan for the.

[fact] Jiande wesheda Textile Co., Ltd. (hereinafter referred to as the snow rainbow textile) was established in2001Years3Month26Day, the registered capital of50Million yuan. After the fund chain break, snow rainbow textile business in trouble,2012At the end of the year total shutdown. The people's court early intervention, out of the "enterprises and enterprises of the local people's government to form a liquidation group, the first carding enterprise assets, debts, the real situation, and then determine the specific direction of the" prescription "". Snow rainbow textile in2013Years4Month2Held a shareholders' meeting and make a resolution, decided to set up the liquidation group shall conduct liquidation. According to the liquidation group debt review audit report issued by the results and audit institutions, as4Month2Japan, snow rainbow textile assets amounted to8358430.80Yuan, total debt to book15552610.05Element.7Month23Japan, snow rainbow Textile City of Jiande to the people's court re application.7Month25Day, the Jiande court accepts the bankruptcy reorganization case Xue Hong home textile.

[] in the case through the case in the Jiande court, many difficulties for the enterprise bankruptcy case summary trial of further exploration. (1The people's court in the trial). By the court to undertake snow rainbow textile related ordinary lawsuit judges and two people court judge collegiate bench trial, with local government, creditors and employees in the people's court play in regional coordination, communication and other aspects of the unique advantages. (2) connected to liquidation and bankruptcy procedures. The company funds chain fracture, the court did not immediately into bankruptcy procedures, but to guide their own cleaning, establish a liquidation group is composed of the local government, industry and commerce, taxation, tax, electricity, land and other departments and law firm. After the establishment of the liquidation group, the announcement of creditor, and notify the known creditors. Some need in bankruptcy acceptance after the completion of the work will be finished ahead of time, save a lot of time and energy for the trial. (3) separating function, discuss from assessment link by the creditors' committee. In view of the local industrial land prices relatively stable, creditors, debtors, intention investors have recognized this price, Jiande court play the autonomy of enterprises debt Commission, land price to the surrounding land government bidding price calculation, no evaluation. Creditors have no objection. By playing the creditor autonomy, which saves time for evaluation, but also saves cost of assessment. (4Bankruptcy related tax refund after collection). On the bankruptcy reorganization enterprise tax law to deal with, there is no specific provision, the tax department often refer to the enterprise reorganization tax policy to deal with bankruptcy reorganization the tax problems of enterprise, it will aggravate the reorganization enterprise already battalion difficult burden. Jiande court to focus on this issue many times and local government coordination, to encourage investment approach will be generated in the reforming process of tax refund after collection, the government eventually support. (5) multi linkage, careful selection of investors, promote the bankruptcy reorganization. Investors were selected according to the "declaration, rough separation, investigation, examination, report debt committee decided to discuss the" procedures, through credit investigation, finally determine the investor.8Month23Day, managers and investors signed reforming investment agreement, the investor1300Yu Wanyuan for repayment of debts. (6Improve the micro recovrery ratio). To promote the reforming scheme passed to the repayment of the debt, the difference between the implementation of proportional allocation method,1Million yuan within the ordinary creditor's rights60%Repayment,1To5Million ordinary creditor's rights15%Repayment,5Million ordinary creditor's rights11.36%Repayment. After a meeting of creditors to vote, the plan was for the. The Jiande court approves the snow rainbow textile reorganization plan.

[results] social snow rainbow textile bankruptcy reorganization case from2013Years7Month25Japan accepts to9Month5Ruled by reforming scheme, only in42Day. Introduce investors commitment of investment in fixed assets next2000Million, annual output value will exceed1Billion yuan, solve the employment200People. By2013At the end of the year, investment all in place, enterprises have the normal production and business operation. In the case of many exploratory approach to solve some difficult problems in the case of bankruptcy. At the same time, according to the local characteristics of Jiande economy, closely around "to make the market play a decisive role" in the allocation of resources, broaden the investment channel through a collaborative, but insolvent enterprises to "Teng cage for birds", invigorated the stock assets, promote the industrial structure adjustment.

 

Eight, Zhejiang Hongqiao Holding Group Co., Ltd. bankruptcy reorganization case

[the court] Changxing County people's court

[case] (points1Find the problems, set a trial method). The review found the core assets of Hongqiao companies is not fixed assets, but in profitability, and the company has ready mixed concrete franchise qualifications, has a maximum possible rebirth through reforming. (2Exploration of the period of reorganization closed operation mode). Management according to "internal approval process unchanged, the financial revenue and expenditure and chapter by the administrator to final approval, production and operation of supervision project management decision and management of ginseng", from the use of seals, contract supervision, financial approval, personnel flow supervision according to law to the enterprise, strict. (3) in the market open recruitment strategy investors. (4Relying on local government, reforming) crack problems. In the case of major issues or problems, actively seek the support of local government, properly deal with the wharf renovation, real estate certificate, the EIA approval, the reorganization financing and other major problems. (5) by judicial procedure leading, strengthening the supervision and guidance. The court actively fulfill their duties of supervision, and the major matters weekly report system of management system, a week on matters relating to the bankruptcy reorganization of written report. (6Open and fair) program, creditor autonomy respect. The bankruptcy reorganization procedure information disclosure, disclosure in a timely manner to the creditors of the bankruptcy process, fully listen to opinions for creditors, creditors of the support and cooperation.

[] in Zhejiang Hongqiao Holding Group Co., Ltd. is a pre mixed concrete production enterprise. Due to various reasons, the Hongqiao company's long-term high debt management, and guarantee the huge amount of debt is not paid in full. Hongqiao company due to the private lending and so many lawsuits, many courts have seized vehicles such as the Hongqiao company's bank account, foreign investment in equity, property, assets as security. According to the debtor to reflect its own debt scale has reached5.3Billion yuan, total assets of the company and the3.1Billion yuan, its assets are not sufficient to pay all his debts.2013Years2Month4Day, Hongqiao company is unable to repay debts, and its assets are insufficient to pay off all the debts from the Changxin court to apply for bankruptcy reorganization.

[] Changxin court trial after a comprehensive analysis of the development prospect, the troubled enterprises operating conditions and market, that the obligor's main business is still able to maintain the normal operation, and the production situation is better, the debtor has ready mixed concrete franchise qualifications, intangible value is high, although the debtor is in negative equity situation, but has by reforming the reborn may. Therefore, the court of Changxin in2013Years2Month18Company of Hongqiao ruled on accepting the bankruptcy and reorganization. In view of the company in Hongqiao court accepts the bankruptcy reorganization, has set up a working group to carry out liquidation work, consent shall be submitted to the Huzhou intermediate people's court and the Zhejiang Higher People's court review, company liquidation group designated Hongqiao as interim management of Hongqiao company.

Management according to "internal approval process unchanged, the financial revenue and expenditure and chapter by the administrator to final approval, operation supervision plan production and management decision-making and management of ginseng" supervision according to law to the enterprise, strict. Managing people and5Major material suppliers to achieve the initial letter of intent to supply; and15Key customer communication and negotiation, maintain the normal performance. According to the completed delivery of the customer end, formulated the "consultation for the first payment plan, follow suit", and21Customers made amount1700Million yuan repayment commitment, and commitment by the payment schedule recovery300Million yuan. By the government to the short-term financing to investors, financing, urge the timely withdrawal of payment for goods and other channels to raise liquidity, to ensure normal production and operation of enterprises during the period of reorganization. By2013Years8At the end of the month, the company in Hongqiao reforming operation period achieved sales output value of about1.05Billion yuan, turned over to the state's tax nearly700Million yuan, profit of about1400Million yuan.

2013Years4Month25Day, the first creditors meeting held in Hongqiao company, agreed to the liquidation group formally fulfill management responsibilities, elected members of the creditors' committee, and approved by the "property management and investors plan" report. On the same day, the first session of the Committee of creditors of the company also held in Changxin Hongqiao court, voted by reforming investor recruitment notice, company receivables incentive mechanism and other four topics.

The period of reorganization, through open recruitment introduction of reforming investors. After several rounds of negotiation and negotiation, a Huzhou Mining Co., the investment intentions in the first open recruitment period management, and provides2000Million yuan of financing. In the reforming conditions, the investor is willing to pay a premium based on the reference to the market value, the overall acquisition of price2.4Billion yuan.

Hongqiao company into the restructuring process, a total of143Creditors to the management of claims (not included in the employee's claim), to declare a total of9.1Billion yuan, the completion of the review and confirm the total amount of creditor's rights5.6Billion yuan, pending further examination and confirmation and further claims amount confirmation for termination of litigation1Billion yuan, has reduced debt2.47Billion yuan. The maximum on the dispute4.36Billion yuan of private lending to declare the creditor's rights, prior to the development of "examination of civil debt lending standards" to be open, eventually borrowing debt reduction1.36Billion yuan.

After the reorganization of six months, management in2013Years8Month17To the Changxin court for "reorganization plan (Draft)", and in2013Years9Month17Japan held the second meeting of creditors to vote for the reorganization plan. Company in Hongqiao under the condition of the assets of the company liquidation, insufficient1Billion yuan, is expected in the general debts rate of not more than8%; while in the reforming conditions, investors in the2.4The overall premium acquisition billion yuan, is expected in the general debts rate33%.2013Years9Month22Day, the Changxin court approves the Hongqiao corporate reorganization plan, the termination of Hongqiao company reorganization procedure.

[results] the reorganization system reforming Changxin courts use the enterprise bankruptcy law, a good grasp of balance of interests, attach importance to the role of the manager's role, citing market mechanism through open recruitment investor, creditor autonomy and voting mechanism successfully make an inventory of assets, achieve a win-win situation. Enterprise Phoenix Nirvana make the dead come back to life, retain staff employment, the protection of the interests of creditors and the maximum degree, improve the repayment of debt ratio, but also effectively solved5Guarantee the unit because of security caused by the debt crisis, and accelerating the15The disposal of non-performing loans of financial institutions. Hongqiao company during the period of reorganization, turned over to the state's tax nearly700Million yuan, enterprises150Employees in300Million salary claim to full repayment, repayment of the ordinary creditor's rights making"10The full settlement of claims million yuan,10Million yuan, with the proportion of liquidity "scheme, ordinary debt repayment ratio up to33%Ordinary creditor's rights and bankruptcy liquidation, the liquidation rate compared to improve conditions25%, and earnestly safeguard the local economic development and social stability.

 

Nine, Zhejiang glass Limited by Share Ltd merger of the five companies in bankruptcy

[] the court of Shaoxing City Intermediate People's court

[cases] in this case points to explore the "restructuring" bankruptcy liquidation in trial experience, and the formation of a number of "first", such as the country's first overseas listing Corporation bankruptcy, first by reforming into listing Corporation bankruptcy liquidation, the province's first take hearing with the bankruptcy case etc.. In addition, this case in the trial process, adhere to the combination of principle and flexibility in bankruptcy, merger, bankruptcy, preparation of Hong Kong related information disclosure matters coordination, focus on the acquisition of small claims, unified release cleaning property preservation measures, the investor consortium of bankrupt property, and when to terminate the bankruptcy procedure and has made a good try.

The basic facts of Zhejiang [] glass Limited by Share Ltd (hereinafter referred to as the Zhejiang glass)1994Years5Month3Day registration and establishment, formerly known as Zhejiang glass factory, registered capital78499.9Million yuan.2001Years12Month10Day, Zhejiang glass was listed on the Hongkong stock exchange.2003Years to2005During the year, Zhejiang glass has invested to establish Zhejiang engineering glass Co. Ltd., Zhejiang Changxin Glass Company Limited, Zhejiang Pinghu Glass Company Limited, Zhejiang Shaoxing Tao weir Glass Co., Ltd. and Qinghai Soda Ash Industrial Co., ltd.. Among them, Zhejiang glass, engineering glass, Changxin glass, Pinghu glass and pottery Yan glass five companies (hereinafter referred to as ""1+4"The company), is the glass production, processing, sales enterprises, reforming before receiving the workers have4350People,10Float glass production lines and a plurality of glass deep processing production lines, daily melting amounted to5150Tons, is the glass building materials industry leading enterprises. Due to poor management, blind investment, high cost of financing and the macro economic situation influence, debt crisis.2010Years5Month3Day, Zhejiang glass scheduled for failing to announce2009The annual financial reports by the Hongkong stock exchange to suspend trading.

2012Years6Month28Day, Shaoxing intermediate people's court ruled that the admissibility of the reorganization of Zhejiang glass for creditors, launched the first domestic overseas listed private enterprise bankruptcy reorganization procedures, and in the same year7Month26Zhejiang glass and ruled on four glass production subsidiary merger reorganization.

[after] (Trial1) team, responsible for the division of labor. By reforming the case, composed of five by the standing vice president who serves as the presiding judge of the collegiate bench, stationed in the field office, and set up a joint working group with the Shaoxing Zhejiang County glass difficulties working group, made clear by the court for bankruptcy cases, the government working group responsible for safety production, daily management, staff stability and communication with creditors, management performance credit review, according to the survey, the assets reorganization plan and other statutory duties. (2The disclosure of information).2010Years5Month, Zhejiang glass because there is no basis for the Hongkong Stock Exchange "Listing Rules" to fulfill the relevant information disclosure obligations in suspension.2012Years8Month10Day, manager for the first disclosure of information in the stock exchange of Hongkong, announced the Zhejiang glass has according to the enterprise bankruptcy law into bankruptcy reorganization proceedings, the period of reorganization to business and management issues such as business affairs of their own. Since then, the management has13Time on the Hongkong stock exchange platform release information disclosure. This approach has the Hongkong stock exchange for approval, the Hongkong capital markets reflect the calm, strive for a favorable external environment for the reforming work. (3Merger reorganization). Zhejiang "1+4"Company is associated with a higher degree, enterprise personnel, financial, management, production management, there are serious confusion, lack of personality foundation to bear civil liability independently, also difficult to work. In order to fully respect the autonomy of the overall interests of creditors, creditors of affiliated enterprises equity protection,2012Years7Month23Day, the Shaoxing intermediate people's court held a special hearing merger reorganization, fully listen to the views of various kinds of creditors. After the hearing, most representative of creditors approve the merger reorganization. (4Strictly examine the claims). Management proposed merger case of bankruptcy claims review rules, in accordance with relevant laws and regulations to review claims, one by one check illegal debt. End2013Years9Month22The fifth meeting of creditors, an accumulative total of claims250Home, the total amount of about224.8Billion yuan. The management review, the creditors' meeting verification and backed by the courts, the confirmation of creditor's rights222Home, the total amount of about110.3Billion yuan; pending claims8The pen, the total amount of about31.5Billion yuan; total reduction claims about83.8Billion yuan, the debt scale and the area of enterprise bankruptcy cases high. (5) into bankruptcy liquidation.2013Years3Month10On the draft restructuring plan submitted to the third meeting of creditors to vote, the reorganization plan ultimately failed to obtain a meeting of creditors to vote through. Shaoxing intermediate people's court in3Month25Japanese ruling the termination of reorganization, bankruptcy. (6The trusteeship management). For the protection of the productivity of enterprises, reforming accepted at the beginning, namely through the first creditors meeting voted through the period of reorganization to continue in business decisions, and the government working group and timely implementation of capital for production, ensure the normal production of enterprises. Enterprises into bankruptcy liquidation procedures, special glass production based on production (once, will involve a cold kiln, dangerous goods handling, put the tin, asset security maintenance etc, will result in Zhejiang "1+4"Company assets devaluation, according to estimates, the production line of cold kiln fire will lead to asset devaluation50%), in order to avoid shutdown caused by depreciation of assets and expense increases, the administrator to solicit the views of "creditors, take trusteeship management" approach, Fujian commissioned a Limited by Share Ltd to continue production, in the conditions to maintain the normal production. (7Efficient conversion of bankrupt property).2013Years4Month13Held a fourth meeting of creditors, voting scheme by the property change of bankruptcy. By public auction or sale price, the total amount of about23.02Billion yuan. (8Vote allocation scheme).2013Years9Month22Day, the fifth meeting of creditors vote "program" the distribution of the bankruptcy property, the priority of repayment claims secured with property about12.26Billion yuan, and full payment of the bankruptcy expenses, the total benefits of debt of creditor's rights, labor, tax credit, general debts rate is expected to1.132%.

[results] the society after a year and zero six months of continuous fighting,2013Years12Month12Day, Shaoxing intermediate people's court ruling to terminate the bankruptcy liquidation procedure of Zhejiang glass and its four subsidiaries of the. This involves the ca.140Billion of debt,250Creditors,4000Employees of large complicated bankruptcy case finally tried at the end. The successful exploration of a "restructuring" bankruptcy liquidation in trial experience, objectively received reforming social effect. During the period of liquidation and reorganization of enterprises, the main production line production stability, achieve safe production, normal production. Zhejiang "1+4"Production line the company sold off to investors, most still can continue to retain, to maximize the protection of the productivity of the equipment and the operating value. For enterprise workers, most of them remained stable jobs and income. Not only that, after the payment of the wages of enterprises and medical, disability benefits, should owe the basic old-age insurance personal accounts of workers, into the basic medical insurance cost has been cleared up. Through the joint efforts of all parties, Zhejiang "1+4"The assets of the company to rapid disposal, labor claims, the tax claims, debts of common interest to the full repayment, claims secured with property coverage ratio close to45%Ordinary creditor's rights, also obtained certain liquidity, and achieved good social effects.

 

Ten Aetna, Jiangshan City real estate limited bankruptcy case

[the court] Jiangshan City People's court

[case] (points1) to guide the management initiative to bank loans to commercial housing construction funds subsequent restoration project, completed acceptance and delivery of housing. (2Facing the huge) downtown area site of deep foundation pit for serious hidden safety problems existing in the surrounding roads and houses, maintain security and investment simultaneously, timely cash auction the largest bankruptcy property, and eliminates the safety hidden trouble. (3In the face of the purchase of shops), deposit, workers wages, borrowing and other interest groups and different demands, properly balanced, packet resolve, to ensure a smooth and orderly bankruptcy.

The basic facts of Jiangshan City [] ing Real Estate Company Limited (hereinafter referred to as Aetna Corp) was established in2001Years5Month23Day, in the development of the real estate industry.2011At the end of the year, Aetna Corp into a debt crisis, transfer of assets caused great panic, creditors, many groups petition, make visit.2012Years3Month, the City Hall established a working group to guide the enterprises themselves out.6Month8Day, the court ruled that the admissibility requirements on Aetna Corp creditors bankruptcy application.

[after] management person to take over after the trial, the Aetna Corp's account balance is only1123.97Yuan, from4The beginning of the month wages not issued, owe fee10000Multivariate.3Building78Residential engineering work, the new site has cross section area1Million square meters, depth9Deep foundation pit meters, a number of construction workers wages unpaid arrears, materials and hundreds of other creditors. The court supervised management group of creditors, the creditors gradually quell unease, solve the hidden safety danger.

With the developed3A commercial housing78House, originally scheduled for9Month30Recently endorsed, top end after shutdown, the purchase households emotion. The manager to bank loans197Million as the restoration construction start-up funds, liquidation bankruptcy assets after the return of the loan commitment.2012Years10Month,3Residential building through the completion of acceptance, the successful delivery of housing78Set, store37Rooms, to meet the78Creditor claims.

The Aetna Corp at1.6Billion yuan take Jiangshan City original beer factory land area15179Square meters of land,2011Years3Started construction, deep foundation pit area site of1Million square meters, depth9Meters, completed only about half the amount of underground engineering. The project has been pre-sale single apartment, to22Charge the purchase360Yu Wanyuan, to54People collect shops deposit426Million yuan. Because the project in a suspended state, plus the rainy season the flood season comes, there is a great security risk. With prolonged downtime for deep foundation pit, the maintenance cost will be more and more. The court and the administrator, the working group argumentation, put forward and supervise the implementation of the two measures: one is to ensure the safety of deep foundation pit and surrounding. Take a temporary reinforcement foundation pit support, by the quality supervision station on the site of a full range of24Hours monitoring, the person responsible for the24Hours of uninterrupted pumping, ensure the safety of deep foundation pits. Two is to promote the working group investment management, making conversion scheme, with period when conditions are ripe and timely in accordance with the law by auction.

The workers demanded payment of salary management of strong demand, with the original construction unit joint investigation confirmed, by extracting the labor security and the right of revocation litigation and other means to recover the property, first to pay workers wages.

In solving the creditors' emotions and ensure site safety at the same time, administrator of the production plan to resume construction and working group based investment simultaneously, i.e. if the conversion scheme by the creditors' meeting or not, after the first unsuccessful auction, through bidding, immediately start the recovery construction, and to eliminate the potential safety hazard.2013Years3Month, the original brewery in construction project in2.3Billion yuan price auction, the price higher than expected4000Million yuan. At the same time, the management of distinguishing the households to purchase before the auction, the formal signing the sales contract, and has paid all or most of the purchase13The user is handed over to the buyer to continue to perform the contract, the signing of the sales contract, not only part of the purchase payment9Households pay deposit and shops54Households coordination to back the right to declare the creditor's rights. At the same time, managers recover storefront through litigation41Room, residential4Set, storage room11Room (total building area12311.22Square meters), car4A, total cash price3700Million yuan. Through the government's policy support, exemption from land value-added tax460Million yuan, the return of the tax part of the local retained1000Million yuan.

In the payment of the follow-up engineering construction loan interest, project payment, delivery of housing permit fees and taxes, pay taxes and fees, auction of assets to hire and retain staff wages, assessment fees, appraisal fees, audit fees, the cost of office expenses and the cost of litigation, the project claim, recall right claims and claims secured later, ordinary creditors244Households, the total amount of the claims35231.7747Million yuan. After the two distribution, common claim settlement rate61%.

[results] social Aetna Corp went bankrupt, but the development of the property "not broken".3Building78The follow-up project set of commercial housing construction, restoration through loans, smooth delivery to the purchase households; especially in the downtown area1.6Large deep foundation pit billion plots left, not because of bankruptcy and half a project, but by merchants, successful auction to determine the next disc, construction is also very smooth, up to second times the bankruptcy distribution, the main structure has been basically completed. Not only to protect the interests of property buyers, but also to protect the public safety, to maintain the image of the city. According to the demands of different interests groups of creditors, can be combined with the specific circumstances of the case classification in accordance with the law, make a smooth and orderly, the first rush of relief, make the creditor's understanding and support. Especially to recover the bankruptcy property, state property effectively, achieve maximum benefits, in bankruptcy liquidation, ordinary creditors liquidation rate61%.