Therefore, on August 8, 2008, Zhonghui Company and Shenglong Company represented by Li Qingyu signed the Capital Increase and Share Expansion Agreement, which clearly stipulated that the premise of cooperation between the two parties was that Shenglong Company guaranteed the complete and effective disposal of its 40% equity of Cuihongshan Company, and Zhonghui Company invested 65.438+million yuan in Shenglong, obtained 50% equity, and paid 400 million yuan to buy Shenglong. Before the signing of the agreement, Li Qingyu asked Zhonghui Company to pay the resource price of 654.38 billion yuan in advance. Because of the huge amount, Zhonghui Company agreed to pay 654.38 billion yuan to Shenglong Company in the form of loan to invest in Cuihongshan Company, and Zhonghui Company paid the money to Li Qingyu on August 6, 2008. After the signing of the agreement, Zhonghui Company remitted the capital increase of100000 yuan to the account of Shenglong Company on August 8, 2008. Later, Li Qingyu advocated that Shenglong Company should continue to invest in Cuihongshan Company, so Zhonghui Company remitted100,000 yuan to Li Qingyu's personal bank card on September 5, 2008, and paid Li Qingyu120,000 yuan before and after.
Subsequently, Li Qingyu repeatedly urged Zhonghui Company to continue investing, which aroused Zhonghui Company's suspicion. After inquiring the industrial and commercial bureau of Cuihongshan Company, it was found that there was no Shenglong Company in the shareholder registration information of Cuihongshan Company. It was learned from the relevant person in charge of Cuihongshan Company that it did not admit that Shenglong Company held shares at all, and pointed out that the so-called "Articles of Association of Cuihongshan Mining Company" and "Resolution of Shareholders' Meeting" were purely forged and altered.
Zhonghui company is very shocked! Li Qingyu was immediately questioned, but Li Qingyu still lied that he was handling the matter of setting up a 40% equity ratio, and promised Zhonghui Company to implement this matter as soon as possible. Zhonghui Company was responsible for claiming shares from Cuihongshan Company, but there was no result. Zhonghui Company felt cheated and asked Li Qingyu to return the payment, but Li Qingyu still tried to prevaricate and delay. Under the constant urging and strong demand of Zhonghui Company, it was not until March 16, 2009 that the 654.38 billion yuan defrauded by Li Qingyu was recovered, but the remaining money owed by Li Qingyu has not been paid back so far, and the balance of the company and its personal account was withdrawn.
In the process of continuous dunning of Zhonghui Company, Li Qingyu not only failed to repay the arrears, but even the wicked complained first, and filed a civil lawsuit with the Daowai District Court of Harbin on101016, demanding the dissolution of Zhonghui Company's shareholder qualification and demanding a penalty of 40 million yuan. For some unknown reason, the Daowai District Court adopted the evidence provided by Li Qingyu, and the case ended in the loss of Zhonghui Company. Zhonghui Company refused to accept the appeal and passively appealed to Harbin Intermediate People's Court, and reported the case to the public security organ, which filed a case for investigation on suspicion of contract fraud. During the investigation by the public security organs, according to the principle of "criminal before civil", Harbin Intermediate People's Court should suspend the trial of the case and wait for the investigation results of the public security organs, but strangely, Harbin Intermediate People's Court made a final judgment to uphold the original judgment while knowing that Li Qingyu was suspected of committing a crime.
The judgment of the court of second instance is actually based on the "temporary shareholders' meeting resolution" made unilaterally by Li Qingyu, a shareholder of Shenglong Company who owns 50% of the shares, without any convening procedure, to cancel the shareholder qualification of Zhonghui Company, another shareholder who owns 50% of the shares. The judgment found that the resolution of the shareholders' meeting was a general resolution, which fully complied with the company's articles of association and legal provisions and was adopted. What's more, China's "Company Law" clearly stipulates that the company's capital reduction resolution is a special resolution and must be passed by shareholders representing more than two-thirds of the voting rights. Even if anyone in his right mind knows that if one shareholder with 50% equity can directly withdraw the 50% equity owned by the other party, how can the law protect the rights and interests of investors?
In this case, Shenglong Company applied to remove its investor Zhonghui Company. As a joint venture between Zhonghui Company and Li Qingyu, does Shenglong Company have the right to sue and recall its shareholders? Even if a lawsuit is required, Li Qingyu, one of the shareholders, filed a lawsuit with Zhonghui Company. The reasons why the court should support this request are intriguing.