Delta Law Expat Services Desk ｜ Supreme People's Court 最高人民法院, third mediation batch released 2026-04-16
- Case name 案例名称：韩国某健康产业集团与中国某健康投资公司、上海某医疗公司等股东出资纠纷案 (shareholder capital contribution dispute between a Korean health industry group and a Chinese health investment company, a Shanghai medical company and others)
- Case number 案例编号：最高人民法院《第三批涉外商事海事调解典型案例》案例一，2026 年 4 月 16 日发布
- Effective judgment 生效裁判：官方发布文本未载明案号；官方载明由最高人民法院国际商事法庭办理，以调解结案
- Keywords 关键词：官方发布文本未单设关键词栏；官方案例标题载明「助力中外企业摆脱羁绊“向前走”，“一揽子”化解跨境交叉持股纠纷」
- Provisions cited officially 官方载明的相关法条：官方发布文本未载明条号
- Why this case 为什么选它：『合资谈崩了，中方说账目正常，我连账本都看不到，怎么证明钱被抽走了？』——交叉持股的外方股东走到这一步时，第一步往往不是打抽逃出资，而是先把账看到。
1. The facts as officially published 基本案情
韩国某健康产业集团与中国某健康投资公司2016年签订投资合同，约定在我国国内设立子公司布局医美产业。合作过程中，韩国某健康产业集团根据股东知情权诉讼掌握的材料，主张中国某健康投资公司抽逃出资，起诉要求中国某健康投资公司、关联公司、子公司的董事等返还抽逃出资并赔偿损失人民币3.1亿元。中国某健康投资公司抗辩称案涉交易系企业间正常经营往来，不构成抽逃出资。
A Korean health industry group and a Chinese health investment company signed an investment contract in 2016 to establish a subsidiary in China in the medical aesthetics sector. In the course of the cooperation the Korean group, relying on material obtained through a shareholder inspection action, alleged that the Chinese company had withdrawn its capital contribution, and sued the Chinese company, affiliated companies and directors of the subsidiary for return of the withdrawn contribution and damages of RMB 310,000,000. The Chinese company's defence was that the transactions in question were ordinary inter-company dealings and did not amount to withdrawal of capital.
Unofficial translation; the Chinese text as officially published prevails.
根据投资合同，中国某健康投资公司与韩国某健康产业集团存在交叉持股、共同设立项目公司等复杂合资架构，并在“蜜月期”内开展了部分合作，后因经营理念存在分歧，各方发生激烈矛盾，合作陷入停滞，形成公司治理僵局。各方为维护自身利益，分别在中、韩两国启动委托经营纠纷、股东知情权纠纷、股东出资返还纠纷等多起诉讼和仲裁程序。
Under the investment contract the two sides held shares in each other and jointly established project companies, a complex joint venture structure. Some cooperation took place in the early period; differences over management philosophy then produced serious conflict, the cooperation stalled, and a corporate governance deadlock formed. Each side began proceedings in both China and Korea — entrusted management disputes, shareholder inspection disputes, capital return disputes — in litigation and arbitration.
Unofficial translation; the Chinese text as officially published prevails.
The sequence recorded in the first paragraph is the part worth copying. The inspection action came first; the capital-withdrawal claim was built on what that action produced. Foreign shareholders in a Chinese joint venture often reverse this order, filing a substantive claim on suspicion and then finding they cannot prove it because the books sit with the local partner.
The second paragraph explains why the dispute became expensive. Cross-shareholding plus jointly established project companies means that a single commercial fallout generates claims in several companies, in two jurisdictions, and in both litigation and arbitration. Each of those proceedings has its own timetable, and none of them settles the others.
2. The official holding 裁判要旨（官方原文）
三是细化协议内容，助推纠纷实质化解。为了让调解方案落地落实，合议庭反复与当事人沟通方案细节，就不违反中韩两国公司法相关规定，解决因汇率波动导致的汇率差额等相关事项进行充分磋商，最终形成“以恢复原状为原则，解除跨境交叉持股关系”的调解方案。各方因开展合作曾签署的框架合作协议、基本交易条款约定、股东协议、投资合同等七项协议全部解除，当事人之间正在准备的其他对抗性诉讼也得以消融，当事人之间近十年的跨国商事纠纷圆满划上句号。
Third, detailed drafting to make the settlement work: the panel worked through the details with the parties, covering compliance with the company legislation of both countries and the exchange-rate differences produced by currency movement, and arrived at a settlement whose principle was restoration of the original position through termination of the cross-border cross-shareholding. Seven agreements signed for the cooperation — the framework cooperation agreement, the basic transaction terms, the shareholders' agreement and the investment contract among them — were all terminated, other contemplated adversarial proceedings fell away, and a cross-border commercial dispute of nearly ten years came to an end.
Unofficial translation; the Chinese text as officially published prevails.
本案系中韩两国企业跨境交叉持股合作模式产生争议导致的诉讼案件，所涉交易结构复杂，个案的处理结果与整体纠纷化解密切相关。人民法院坚持平等保护中外当事人合法权益，践行“互信共赢、和合共济”理念，帮助各方厘清争议实质，依托巡回审判机制，发挥调解实质解纷作用，“一揽子”解决各方近十年的跨国合作纠纷……
The published note records a dispute arising from a cross-border cross-shareholding cooperation between Chinese and Korean enterprises, with a complex transaction structure in which the outcome of the individual case was closely bound up with resolving the whole. The court applied equal protection to Chinese and foreign parties and resolved nearly ten years of cross-border disputes as a package.
Unofficial translation; the Chinese text as officially published prevails.
Two drafting lessons sit inside the settlement description. Termination was done by listing the agreements — seven of them — rather than by a general release. And the exchange-rate difference was treated as its own item. In a cross-border unwind where money went in as one currency and comes back at another rate, that difference is often the last thing agreed and the first thing to derail a signing.
One structural comment on the joint venture design itself. Cross-shareholding is often sold as an alignment device: each side holds a stake in the other, so neither can walk away cheaply. What it actually produces, when relations fail, is symmetry of hostage-taking. Every exit requires the other side's cooperation in a second company, in a second jurisdiction, under a second set of corporate formalities. Where the commercial aim is alignment, a simpler instrument — an earn-out, a put and call at a formula price, or a straightforward shareholders' agreement with deadlock provisions — achieves it without doubling the unwind cost.
If a cross-holding is nonetheless the structure, build the exit into it at the start: a valuation mechanism, a default currency and rate convention, an agreed order in which the layers unwind, and a single governing law and forum for the whole package rather than one per agreement. The seven-agreement termination recorded in this published matter is what an unwind looks like when none of that was done in advance.
3. Practical guidance 律师实务提示
Start with the books. 《中华人民共和国公司法》第五十七条 gives a shareholder the right to inspect and copy the articles, the shareholder register, minutes and financial reports, and to inspect the accounting books and vouchers. Five features of that article are operational: the request for the books must be in writing and must state its purpose; the company may refuse only where it has reasonable grounds to believe the purpose is improper and may damage its lawful interests; a refusal must be answered in writing with reasons within fifteen days of the written request; the shareholder may use an accounting firm or a law firm to carry out the inspection; and the same rules extend to the materials of a wholly-owned subsidiary. Diarise the fifteen days — the refusal is what opens the courtroom door.
Know the size of the target. 《中华人民共和国公司法》第五十三条 provides that after incorporation a shareholder may not withdraw its capital contribution, and that a shareholder in breach must return it, with responsible directors, supervisors and senior managers jointly liable for loss caused to the company. So the claim is not only against the counterparty shareholder; the individuals who signed off may be co-defendants, which changes the settlement dynamics considerably.
Then expect the defence you will actually meet. The official release records the Chinese side arguing in 本案 that 「案涉交易系企业间正常经营往来，不构成抽逃出资」. Ordinary trading between related companies is exactly what a withdrawal is dressed as, so assemble the commercial substance — contracts, delivery records, pricing comparables — not merely the bank flows.
Finally, when you unwind, unwind everything. The official release records that 该案 settlement terminated 「框架合作协议、基本交易条款约定、股东协议、投资合同等七项协议」 and dealt separately with 「因汇率波动导致的汇率差额」. List every instrument by date and title, and price the currency movement as its own line.
4. What this means in your situation 把要点落到你的处境
第五十三条 公司成立后，股东不得抽逃出资。
违反前款规定的，股东应当返还抽逃的出资；给公司造成损失的，负有责任的董事、监事、高级管理人员应当与该股东承担连带赔偿责任。
第五十七条第二款（节选） 股东可以要求查阅公司会计账簿、会计凭证。股东要求查阅公司会计账簿、会计凭证的，应当向公司提出书面请求，说明目的。公司有合理根据认为股东查阅会计账簿、会计凭证有不正当目的，可能损害公司合法利益的，可以拒绝提供查阅，并应当自股东提出书面请求之日起十五日内书面答复股东并说明理由。公司拒绝提供查阅的，股东可以向人民法院提起诉讼。
Article 53: after a company is established a shareholder may not withdraw its capital contribution; a shareholder in breach must return what was withdrawn, and where loss is caused to the company the responsible directors, supervisors and senior managers are jointly and severally liable with that shareholder. Article 57, second paragraph (extract): a shareholder may request inspection of the accounting books and vouchers by written request stating the purpose; where the company has reasonable grounds to believe the purpose is improper and may harm its lawful interests it may refuse, and must reply in writing with reasons within fifteen days of the written request; if refused, the shareholder may sue.
Unofficial translation; the Chinese text as officially published prevails.
A timing note before the table. The investment contract recorded in the official release was signed in 2016, before the current Company Law took effect on 2024-07-01. The two articles quoted above are set out as current rules, not as the basis on which this matter was decided; 本案审理时适用的公司法版本以裁判文书为准。
| What the official release holds | What it controls procedurally | What it means for you |
|---|---|---|
| The claim was built on material from an inspection action | Where the evidence comes from | Sequence the inspection action before the substantive claim |
| Directors of the subsidiary were among the defendants | Who is exposed | Individual exposure changes what the other side will accept |
| The defence was ordinary inter-company dealing | The issue actually tried | Prove commercial substance, not just the transfers |
| Seven agreements were terminated together | Whether the unwind is complete | Schedule every instrument; a general release invites argument |
| Exchange-rate difference was negotiated separately | What the money actually is | Agree the rate and the date, in writing, before signing |
- Misconception: a foreign shareholder cannot see the books of a Chinese joint venture. In fact: the official 基本案情 records that in 本案 the foreign group proceeded 「根据股东知情权诉讼掌握的材料」.
- Misconception: parallel proceedings in two countries strengthen your position. In fact: the official 基本案情 records that in 该案 the parties began 「多起诉讼和仲裁程序」 in both countries and the deadlock persisted for close to a decade.
- Misconception: only the counterparty company can be sued for withdrawal of capital. In fact: 《中华人民共和国公司法》第五十三条 makes responsible directors, supervisors and senior managers jointly liable for loss; the official release records the claim in 本案 was brought against 「中国某健康投资公司、关联公司、子公司的董事等」.
- Misconception: a settlement can leave the old contracts in place if nobody performs them. In fact: the official release records that 该案 settlement terminated 「七项协议全部解除」.
- The Chinese rules that apply to you
- Published cases involving foreign nationals
- Research notes for foreign nationals in China
- When the Repurchase Obligor Cannot Pay: How a Singapore Investor Still Got Its Money Out (forthcoming in this batch)
- A Foreign Shareholder Dies and the Company Freezes: Exit by Capital Reduction Instead of Dissolution (forthcoming in this batch)
- ① 最高人民法院《第三批涉外商事海事调解典型案例》案例一《韩国某健康产业集团与中国某健康投资公司、上海某医疗公司等股东出资纠纷案》，最高人民法院新闻局 2026 年 4 月 16 日发布，官方页 https://www.court.gov.cn/zixun/xiangqing/497661.html 。
- ② 生效裁判：官方发布文本未载明案号。
- ③ 本页引用：《中华人民共和国公司法》，2023 年 12 月 29 日第十四届全国人民代表大会常务委员会第七次会议第二次修订，自 2024 年 7 月 1 日起施行，现行有效，第五十三条、第五十七条，条文原文照录中国人大网官方页 http://www.npc.gov.cn/npc/c2/c30834/202312/t20231229_433999.html 。
- Status and timing note 效力与时点提示：本案为最高人民法院发布的调解典型案例，供审判参考，不具有指导性案例的参照效力；in English, it is published for reference and does not carry the effect of a guiding case. 官方发布文本未载明所适用的条号；本页第三节、第四节所引《中华人民共和国公司法》第五十三条、第五十七条系官方发布文本未涉及的现行规则，仅作现行规则提示，不是本案的裁判依据。官方发布文本载明投资合同签订于 2016 年，早于现行公司法 2024 年 7 月 1 日的施行日；本案审理时适用的公司法版本以裁判文书为准。官方发布文本未载明调解金额与款项安排，本页未作补写。程序性事项 subject to the current published requirements of the accepting authority。
- 本页案例引自官方公开发布，非本所承办案件展示，不构成对具体个案的法律意见。This case is drawn from an official public release and is not a showcase of matters handled by this firm, and does not constitute legal advice on any specific case.
This article is general legal research and does not constitute legal advice; by law, a law firm may not guarantee case outcomes. 本文为一般性法律研究，不构成法律意见；依据法律规定，律所不得承诺办案结果。
