【 gist 】 Both parties to the share transfer contract are nominal shareholders, and the share transfer contract signed by them is not based on the meaning of "the plaintiff transfers the equity and the defendant pays the consideration", so the contract signed by both parties is invalid. [Case] 199 1 At the beginning of the year, Mr. Wang, a Hong Kong businessman, invested 600,000 yuan to establish Chaoyang Leather Products Factory. In 2002, according to the relevant policies, enterprises belonging to the collective must be decoupled and restructured, so Mr. Wang entrusted the plaintiff Cai Xzhi and other five employees in the factory to register with the industrial and commercial department as nominal shareholders and changed the enterprise into a joint-stock cooperative enterprise. According to the Articles of Association and the register of shareholders registered in industry and commerce, Cai Xzhi, Chen Xbin, Shen Xna, Xie Xnan and Ye Xhui contributed 240,000 yuan, 6.5438+02 million yuan, 6.5438+02 million yuan, 60,000 yuan and 60,000 yuan respectively, accounting for 40%, 20%, 20% of the shares. At the same time, with Mr. Wang as "Party A" and five nominal shareholders as "Party B", the two parties signed an agreement on April 28, 2002, stipulating that "the capital of 600,000 yuan injected into Chaoyang XX Leather Products Factory belongs to Party A; All the shares held by Party B shall be managed by Party A; Therefore, all funds, property and industries in the factory belong to Party A. In 2004, Chaoyang Leather Products Factory was renamed as Shantou Junfeng Leather Products Factory. In July 2006, Mr. Wang adjusted the management personnel of the factory. Through "negotiation", the shareholders' meeting made a resolution to change the registration with the industrial and commercial department, and transferred the shares originally registered in the names of plaintiffs Cai Xzhi, Xie Xnan and Ye Xhui to defendants Xiao Xli and Chen Xbin and Shen Xnan by means of equity transfer. Xiao Xli, the defendant, signed the Share Transfer Contract with Cai Xzhi, the plaintiff, and Xie Xnan and Ye Xhui, the nominal shareholders of the former enterprise, respectively on July 19, 2006. According to the Share Transfer Contract, the defendant Xiao Xli received 40% of the shares originally registered in Cai Xzhi's name, 65,438+00% in Xie Xnan's name and 65,438+00% in Ye Xhui's name, respectively. As the transferee, the defendant Xiao Xli shall, within 7 days from the date of conclusion of the contract, pay the plaintiff Cai Xli. On the same day, as a new "shareholder", the defendant Xiao Xli also signed an agreement with the actual investor Mr. Wang, saying that the share transfer recorded in the share transfer contract signed by the defendant Xiao Xli and the plaintiffs Cai Xzhi, Xie Xnan and Ye Xhui was actually free, and the shares held by Xiao Xli were entrusted by Mr. Wang, and all the assets in the factory were still owned by Mr. Wang. In addition, Chen Xbin also signed a share transfer contract with Shen Xna to transfer 20% of the shares registered in his name to Shen Xna's name. After the contract is signed, the enterprise applies to the industrial and commercial department for registration of change. Cai X, the plaintiff, failed to demand 240,000 yuan from Xiao X, the defendant, and appealed to the court. [Trial] The People's Court of Chaoyang District, Shantou City, Guangdong Province held that there was no factual and legal basis for the plaintiff to ask the defendant to pay 240,000 yuan for the equity transfer. Accordingly, the People's Court of Chaoyang District, Shantou City, Guangdong Province made a judgment on June 22, 2006 +065438+, rejecting the plaintiff Cai Xzhi's claim.
Legal basis:
Article 230 of the Criminal Procedure Law of People's Republic of China (PRC) * * * The time limit for appeals and protests against the judgment is ten days, and the time limit for appeals and protests against the ruling is five days, counting from the second day after receiving the judgment or ruling. Article 259th of the Criminal Procedure Law of People's Republic of China (PRC) shall be implemented after it becomes legally effective. Article 301 of the Supreme People's Court's Interpretation of Application: Appeals and protests must be filed within the statutory time limit. The time limit for appeals and protests against the judgment is ten days; The time limit for appealing and protesting against the ruling is five days. The time limit for appeal and protest shall be counted from the second day after receiving the written judgment or ruling.