Zhiheng empower | "United School Company Law · Cohesion Without Borders" Zhiheng Chongqing & Yingke Chongqing The first joint training session ended successfully!
On the afternoon of October 30, 2025, hosted byGuangdong Zhiheng (Chongqing) Law Firm, Corporate Legal Affairs Department andBeijing Yingke (Chongqing) Law Firm, Corporate Legal Affairs Department Co-hosted by Draft for Solicitation of Comments on the Judicial Interpretation of the Company LawThe first session of the practical interpretation training seminar was successfully held in the Zhizhong Chongqing conference room.
This event is themed around“Joint Study of Corporate Law · Uniting for Borderless Collaboration” Under the theme “,” members of the legal departments from two firms have come together. Through in-depth insights shared by three senior attorneys, they are jointly exploring practical strategies for navigating the new judicial interpretations, with the aim of providing clients with more cutting-edge and precise legal services.
In-depth Analysis of Three Major Topics, Directly Addressing Practical Pain Points
01
Equity Transfer and Right of First Refusal
Equity Nominee Holding and Investor Rights Protection
He Yi
Zhiheng Chongqing Senior Equity Partner/Director of the Corporate Legal Affairs Department
Attorney He Yi Focus“Resolution of Equity Proxy Holding Disputes” and “Rules for Exercising the Right of First Refusal”, in light of the Civil Code and the spirit of the Minutes of the Ninth National Judicial Conference, this work dissects the practical pathways for protecting investors’ rights and interests:
01 Conditions for Recognizing the Actual Owner in Equity Nominee Holding and Risk Isolation
For the actual investor to be recognized as a formal shareholder, either “the consent of more than half of the other shareholders” must be obtained, or judicial confirmation is required, with reference to the bona fide acquisition rules under the Civil Code. In a wager agreement, if the investor enters into a wager with the target company, the capital reduction procedure must be followed; otherwise, the repurchase clause shall be invalid.
Practical Point: In equity transfers and security arrangements, investors may not exercise shareholder rights beyond the scope of the security purpose.
02 The Limits of Exercising Preemptive Rights in Equity Transfers
The term “equal terms” shall be determined by comprehensively considering factors such as price, payment method, and term; if the company’s articles of association provide otherwise, such provisions shall prevail. The exercise period for the right of first refusal is either “30 days from the date on which the equal terms are known” or “one year from the date of registration of the equity transfer”; failure to exercise within the prescribed period shall result in the loss of such right.
New rule: In the transfer of equity interests where the capital contribution deadline has not yet arrived, if no event triggering accelerated maturity occurs, the transferor shall not bear liability for the capital contribution.
02
Corporate Governance
Shareholder Contributions and Related Liabilities
Zhang Jianlei Senior Equity Partner, Yingke Chongqing
Director of the Corporate Governance and Corporate Compliance Legal Affairs Department
Attorney Zhang Jianlei focuses onShareholder Contributions and Related Liabilities andCorporate Governance In the course of the presentation, a professional and pragmatic analysis and interpretation was provided for Articles 12–30 and 49–59 of the “Draft for Solicitation of Comments on the Judicial Interpretation of the Company Law,” including, for example:
01 Rules for Applying Shareholder Agreements in Case of Conflict with the Company’s Articles of Association
A comprehensive assessment and balancing should be conducted by distinguishing, based on the nature and scope of application of the shareholders’ agreement and the company’s articles of association, whether the dispute arises among shareholders or at the corporate governance level, and by differentiating between intra‑company and external matters.
02 Issues with Debt-to-Equity Contributions
Contributed claims may be either matured or immatured. The phrase “unrealizable contribution in kind by way of claims” as stipulated in Article 18 of the draft for comments is overly broad in its interpretation and should be clarified with specific criteria; otherwise, it may lead to confusion in judicial application and allow malicious shareholders to exploit this provision to evade their capital contribution obligations.
03 Exceptions to the Right of Setoff for Shareholder Contributions
When a company has grounds for bankruptcy, the “equity contribution principle” may not be invoked to assert set-off; creditors may apply to rescind any unlawful set-off transactions, thereby safeguarding the company’s interests and ensuring pari passu satisfaction of claims.
03
Company Dissolution and Liquidation
Xiao Lichuan Zhiheng Chongqing Senior Partner
Member of the Investment and M&A Professional Committee of the Chongqing Lawyers Association
Attorney Xiao Lichuan with“Determination of Grounds for Compulsory Dissolution” and“Allocation of Liquidation Responsibilities” Centered on , and in conjunction with the 2023 Company Law and the latest draft for public comments on its judicial interpretations, this work systematically summarizes the adjudication rules as applied in judicial practice.
01 Determination of “severe operational and management difficulties” for compulsory dissolution
According to Article 60 of the Draft for Comments, “severe difficulties in the company’s operations and management” is explicitly defined to encompass four scenarios (including the inability to convene a shareholders’ meeting or reach valid resolutions for two consecutive years, prolonged conflicts among directors, etc.), and it is emphasized that “failure of internal governance,” rather than mere financial distress, constitutes the core criterion for assessment.
Practical Tip: Even if a company is profitable, the paralysis of the shareholders’ meeting mechanism (e.g., failure to convene a shareholders’ meeting for two consecutive years) may still constitute grounds for dissolution (see Guiding Case No. 8).
02 Determination of Fault in Liquidation Liability and Risk Prevention
Key provisions include the liquidation committee’s obligation to notify creditors (requiring written notice to known creditors and publication in a nationwide media outlet), the directors’ liability in liquidation (liability for compensation if they maliciously dispose of assets or cause the loss of accounting records), and the joint and several liability of the members of the liquidation committee.
Key point: Minority shareholders may claim exemption from liability by proving either “lack of de facto control” or that the company has long since become insolvent; a strict distinction must be drawn between subjective fault and objective impediments to the performance of duties.
Photo from the conference venue
Cross-sectoral integration fosters synergy; professional empowerment drives shared growth.
This joint training session has concluded. “Interpretation of Provisions, Case Review, and Practical Exercises” The model has enabled “borderless collaboration” between the two law firms in the corporate legal field. The three keynote speakers addressed the topics of corporate governance, equity transactions, and bankruptcy liquidation, offering participating lawyers solutions that combine theoretical depth with practical value.
In the future, Zhiheng Chongqing and Yingke Chongqing will continue to focus on“Interpretations of the Company Law: A Series of Analyses”Conduct joint learning activities to leverage professional collaboration in upgrading legal services and creating greater value for clients.
Learning together and advancing hand in hand—looking forward to gathering again at the next specialized training session!
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Zhiheng Chongqing
Guangdong Zhiheng (Chongqing) Law Firm was officially established in July 2024, upholding the value philosophy of “unity of knowledge and action, perseverance leads to far-reaching goals,” and is Zhiheng.The 15th Branch Office, whose establishment is a key component of Zhiheng’s strategic plan to “take root in the Greater Bay Area, deepen its presence nationwide, and expand globally.”
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