Performance case


Brief Introduction to the Case Z Shoe Materials Co., Ltd. is a company mainly engaged in the production and sales of shoe materials and the production of leather shoes, with the legal representative being Mr. Li. M Shoes Co., Ltd. is a company mainly engaged in shoe manufacturing, wholesale and retail. Its legal representative and sole natural person shareholder is Mr. Feng. Between 2012 and 2016, Z Shoe Materials Co., Ltd. (hereinafter referred to as Z Company) and M Shoe Industry Co., Ltd. (hereinafter referred to as M Company) had a long history of transactions. M Shoe Industry Co., Ltd. purchased shoe materials and other materials from Z Shoe Materials Co., Ltd. As of November 28, 2016, M Company still owes Z Shoe Materials Co., Ltd. over 880000 yuan in payment. The aforementioned payment has not been paid by M company for a long time. In December 2016, Z Company filed a lawsuit in court, requesting the people's court to order the defendant M Company and its legal representative Feng to return the outstanding payment, including principal and interest, to the plaintiff Z Company; The acceptance fees and property preservation fees incurred during the litigation period shall be jointly borne by the two defendants. During the first instance trial, the defendant Feng refused to appear in court without justifiable reasons and did not provide a defense after being summoned by the people's court.



Defendant A Company was established on April 5, 1990. In May 2004, Company A was restructured from a state-owned enterprise into a limited liability company. Song, an employee of Company A, contributed 20000 yuan to become a natural person shareholder of Company A. Article 14 of Chapter 3 "Registered Capital and Shares" of Company A's Articles of Association The equity of the company shall not be sold or transferred to any group or individual outside the company. After one year of the company's restructuring, it may be gifted, transferred, or inherited within the company with the approval of the board of directors. The death or retirement of the shareholder shall be approved by the board of directors before inheritance, transfer, or acquisition by the enterprise. If the shareholder resigns, transfers or is dismissed, or terminates the labor contract, the shareholder shall retain the shares and the shares held shall be acquired by the enterprise, Article 66 of Chapter 13 "Other Matters Deemed Necessary by Shareholders" stipulates that "This Articles of Association shall be jointly recognized by all shareholders and shall come into effect from the date of establishment of the company". The articles of association of the company have been signed and approved by all shareholders of Company A. On June 3, 2006, Song proposed to terminate his labor contract with Company A and applied to withdraw his 20000 yuan stake in the company. On August 28, 2006, with the consent of the legal representative of Company A, Song received a withdrawal payment of 20000 yuan. On January 8, 2007, Company A held its 2006 annual shareholders' meeting, with 107 shareholders expected to attend and 104 actual shareholders present, representing 93% of the company's total shares. The meeting approved the application for withdrawal of shares by three shareholders, Song, Wang, and Hang, and resolved that "their shares shall be temporarily purchased and kept by the company and shall not participate in dividend distribution". Later Song requested confirmation of his shareholder status as A Company in accordance with the law, citing that A Company's repurchase behavior violated legal provisions, failed to comply with legal procedures, and that shareholders were not allowed to withdraw their capital in accordance with the Company Law.



On August 20, 2008, a city construction bureau and company A signed "a city pipeline gas franchise agreement" (hereinafter referred to as the "franchise agreement"), agreed that: the two sides agreed to set up company B development and construction of natural gas gasification project; a city construction bureau for the company A issued a franchise related certificate; franchise validity period of 30 years, from August 20, 2008 until August 20, 2038 The term of the concession is 30 years from August 20, 2008 to August 20, 2038; the geographical scope of the concession is within the jurisdiction of a certain city. On August 24, 2010, the Management Committee of an Industrial Park (hereinafter referred to as the Management Committee of the Industrial Park) and Company B entered into the Contract for Investment in Natural Gas Station Project and Supplementary Agreement to the Contract for Investment in Natural Gas Station Project (hereinafter referred to as the Supplementary Agreement); and on August 16, 2011, both parties entered into the Supplementary Agreement to the Contract for Investment in Natural Gas Station Project (hereinafter referred to as the Supplementary Agreement 2). The aforesaid agreements set out clear provisions on matters such as the scale of investment in the project, the mode of development and operation, the procedure for land grant, the granting of concession, the term of the concession and the responsibilities and obligations of both parties. Among them, Article 2 of the Supplementary Agreement stipulates that "According to the content of the Piped Gas Franchise Agreement of Certain City signed between Party B and the Construction Bureau of Certain City on August 20, 2008, the validity period of Party B's franchise in the Industrial Park shall be until August 20, 2038." Article 4 of Supplementary Agreement 2 also stipulates that "Company B is granted a piped gas franchise within the planning red line of the Industrial Park, valid until August 20, 2038."

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