Equity Transfer Contract Dispute Involving a Technology Company in Fujian Province

Case Summary

Plaintiff Chen entered into an "Equity Transfer Agreement" with Wang, a shareholder of Defendant Xiamen Certain Technology Co., Ltd. Under the agreement, Wang agreed to transfer 30% of his equity in the defendant company to the plaintiff for RMB 180 million, payable in two installments. Wang was to cooperate with the plaintiff to complete the industrial and commercial registration procedures for equity transfer within 30 days after receiving the first installment. The plaintiff paid the first installment of RMB 108 million as agreed; however, Wang delayed and refused to cooperate with various excuses. After multiple unsuccessful reminders, the plaintiff filed a lawsuit requesting that Wang continue to perform the "Equity Transfer Agreement" and cooperate in completing the industrial and commercial registration procedures for the transfer of 30% equity.

Key Dispute

1.Is the "Equity Transfer Agreement" signed by both parties legal and valid?

2.Should the defendant, Wang, cooperate with the execution of the equity change registration procedures in accordance with the contract agreement?

3.Is the defendant's defense—that the plaintiff has not paid the full transfer price and therefore the defendant has the right to refuse registration of the change—valid?

Case Strategy

1.Secure core evidence including the Equity Transfer Agreement, payment receipts for the transfer proceeds, communication records between both parties, demand notices, and company business registration information.

2.Prove that the "Equity Transfer Agreement" signed by both parties reflects their true intent, does not violate mandatory provisions of laws or administrative regulations, is legal and valid, and that both parties must fully perform their contractual obligations.

3.Regarding the defendant's defense that the plaintiff has not paid the full transfer price, evidence shows that the contract explicitly stipulates the defendant must cooperate with the equity registration change within 30 days after the plaintiff pays the initial transfer installment. The remaining balance is due only after the equity registration change is completed. Thus, the defendant's defense lacks contractual basis.

4.The Plaintiff has fully fulfilled its obligation to make the initial payment as stipulated in the contract. The Defendant's refusal to cooperate with the equity registration change constitutes a breach of contract and shall bear liability for continued performance.

Processing Result

The court ruled that the defendant, Wang Mou, shall continue to perform the "Equity Transfer Contract" signed with the plaintiff, Chen Mou. Within ten days from the effective date of this judgment, the defendant shall cooperate with the plaintiff in completing the industrial and commercial registration procedures for the transfer of 30% equity of Xiamen [Company Name] Technology Co., Ltd. The defendant shall bear all litigation costs and preservation fees for this case.

Similar Case Consultation