"Equal conditions" is the condition for shareholders to exercise the preemption right. The preemption right holder has the right to purchase before the third party under "equal conditions", which reflects the balance of interests between the preemption right holder and the transferor. The preemption right holder is protected by the trading opportunity, while the transferor is only limited by the selection of the transaction object and will not suffer losses due to the exercise of the preemption right by other shareholders. For the company, it maintains the personal compatibility of the limited liability company.

First of all, "equal conditions" are reflected in price equivalence, which is the most core condition. The same price is regarded as the key element of the same condition to meet the requirements of objectivity and operability. However, in practice, since the transfer of equity involves not only the equity price, but also other factors, such as the existence of a cooperative relationship between the transferor and the intended transferee or the agreement of other obligations to give price concessions, can the shareholder who claims to exercise the right of preemption claim to exercise the right of priority at the price? It depends on whether the out-of-price conditions have a substantial impact on the share transfer price. Some people believe that if the out-of-price conditions have a substantial impact on the share transfer price, they should be considered as price conditions, and the shareholders who advocate exercising the priority purchase right should meet the "transfer price" and "out-of-price conditions" at the same time, then it can be regarded as "price equivalent". If the out-of-price condition is difficult to meet, but the condition can be denominated in money, the person with the right of preemption may use money instead or use a workaround to protect the realization of the right of preemption; If the out-of-price conditions have no material effect on the transfer price, the price conditions need only be equivalent to the transfer price in the contract concluded by the transferring shareholder and the intended transferee. If and only if there are some special conditions that cannot be satisfied by means of monetary substitute or adaptation, and which are sufficient to affect the transaction price, the preemption right holder shall not exercise the right of priority.

It should be noted that shareholders who do not have the opportunity to transfer at the same transfer price and do not pay the equity transfer payment to other shareholders should not enjoy the priority of transfer again. Because its behavior has shown that the equity transfer to a third party is legal and effective, it cannot be refuted as unreasonable price. For example, in case No. 157 of the Supreme People's Court (2013), concerning the Coal Mine Transfer Agreement signed on February 12, 2004, Wu applied to the Supreme People's Court for retrial and believed that other shareholders were fictitious buyers, and Wu signed and agreed to transfer his own shares under the circumstances of being deceived; The transfer agreement is not Wu's true intention, and the transfer agreement is invalid. Wu believes that the overall transfer of 2.08 million yuan coal mine is to lower the price, do not agree to transfer to Hong Wu Wu mining and operation, the matter to the township government, the township government organization mediation, the two sides agreed to the same price 2.08 million yuan by Wu, but Wu did not perform according to the conclusion of the mediation meeting, the two sides did not re-sign the agreement, Wu did not pay the corresponding transfer. Later, Hong Mou Wu in accordance with the February 12, 2004 transfer agreement will be transferred to Tan mou, Tan mou will be paid to the shareholders, Wu also through Tan Mou got the corresponding transfer through settlement. Wu had the opportunity to transfer the equity at the same transfer price but did not transfer, did not pay other shareholders' equity transfer payment, cannot enjoy the preferred transfer right again. Therefore, Wu believes that the same price can only be transferred to other people other than shareholders or Wu himself, and the reason that the transfer of flood diversion is invalid at a certain afternoon cannot be established. The Supreme Court therefore rejected Wu's application for a retrial.

Secondly, "equal conditions" should also be reflected in the quantity of the same. China's Company Law does not stipulate whether shareholders can partially exercise the preemption right, and the company may stipulate it in its articles of association. The practical view is generally that the partial exercise of preemption should not be supported in principle. First, "equal conditions" include equal price and quantity. If shareholders are allowed to exercise part of their preemption rights, the conditions are better than those of third parties who purchase shares at the same price, that is, shareholders exercise their preemption rights under different conditions. Second, the partial exercise of the preemption right by the shareholder restricts the freedom of the shareholder to transfer the equity, not only restricts the object of the shareholder to transfer the equity, but also limits the quantity of the shareholder to transfer the equity, completely puts other shareholders in a better position than the shareholders to transfer the equity, and over-protects the personal integrity of the limited company. Third, allow shareholders to partially exercise the preemption right, ignore the control of major shareholders, and reduce the actual value of the transaction equity. According to the principle of capital majority rule stipulated in the Company Law, the equity of major shareholders includes the sum of equity income and control rights, and the equity value per share of major shareholders is higher than that of minority shareholders. If the shareholders are allowed to partially exercise the pre-emption right, the remaining equity of the major shareholders will no longer have an absolute advantage, and the remaining share will no longer contain the value of control, and the price will inevitably decrease, which will damage the rights and interests of the major shareholders.

First of all, the internal shareholders of the company can freely transfer the equity, which does not involve the infringement of other shareholders' preemption rights. Article 71, paragraph 1, of the Company Law stipulates that shareholders of a limited liability company may transfer all or part of their equity to each other. That is, the mutual transfer of shares among the shareholders of the company does not break the compatibility of the limited company, so the law does not limit this. The Intermediate People's Court of Jiaxing City, Zhejiang Province, in 2016, found out that Jin held 25% of the shares of Jiafang Company in the "case of equity transfer dispute between Jiejiang Jiafang Company and Xu Mou". On July 17, 2016, Xu Mou and Jin Mou signed a "Share transfer Agreement", agreeing that Jin Mou would transfer 32% of the shares held by Jia Fang Company to Xu mou at a transfer price of 3.6 million yuan; Xu will pay the above amount to Jin twice, the first installment of 2 million yuan will be paid within 5 days after the signing of the agreement, the balance of 1.6 million yuan will be paid within 5 days after the agreement is agreed by the administrative authority for industry and commerce and the registration of shareholder change, and Jin must assist in completing the shareholder change procedures for industry and commerce within 20 days after the agreement takes effect. However, since the signing of the "share transfer agreement" so far, Xu Mou has paid Jin Mou 2 million yuan according to the agreement, Jiafang company has not registered for Xu mou's equity change, although Xu mou urged and failed, Jin Mou transferred to Xu mou 32% of the equity, 7% of the equity was originally registered under Xu mou. Xu then sued Jiafang Company, Jin will be registered under the name of Jin Jiafang company 25% equity change registered under the name of Xu. Kim believes that this case is not a pure internal share transfer of shareholders, but that Kim failed to fulfill his obligation to inform all shareholders in the process of external transfer, and Xu has the exclusive right of preemption. The court held that, regarding the issue of infringement on the priority of other shareholders of the company, the documented evidence provided by Jiafang Company and Jin mou was not sufficient to conclude that the equity transfer involved in the case infringed on the priority of other shareholders of the company, nor was there evidence that other shareholders of the company had claimed the right of preemption, and the equity transfer between Xu Mou and Jin Mou did not violate the articles of association and legal provisions. Therefore, Jiafang company and Jin Mou of the above opinions, do not accept the son.

Second, when the transferring shareholder revokes the external transfer of equity, it shall not damage the legitimate rights and interests of other shareholders who enjoy the right of preemption. In the Supreme People's Court concluded in 2011 on the "Lou Mou and Fang Mou and other eight shareholders equity transfer and preemptive right dispute retrial case". According to the facts identified in the process of first instance and second instance, eight shareholders such as Fang Mou signed contracts twice because of the transfer of equity, the first time before accepting the case with Wu mou and other three people, the second time in the retrial procedure with Lou mou, and successively chose to abandon the contract, and repeatedly dealt with whether their equity was transferred and the transfer conditions. Although Fang and other eight shareholders legally hold the equity of Tianshan Company, they cannot abuse their rights and damage the legitimate civil rights and interests of the counterpart. Lou, who is another shareholder of the company, proposed to exercise the right of preemption twice in accordance with the contract act of eight shareholders including Fang, in order to transfer the equity of eight shareholders including Fang, and continue to operate the company, but Fang and other eight shareholders refused for various reasons. Especially during the retrial, eight shareholders such as Fang Mou have agreed to transfer the equity to Lou mou, and the company and shareholders and other debts outside the company have been handled together, but eight shareholders such as Fang Mou have once again opposed Mei after signing the agreement. In this case, the Supreme Court held that if it supported the retrial proposal of eight shareholders such as Fang Mou, and allowed eight shareholders such as Fang mou to change their intention at will several times, it did not take into account the protection of the legitimate rights and interests of the counterparty of the transaction, it was obviously unfair to other shareholders of the company who enjoyed the right of preemption according to law, and also connived at dishonest behavior.

As a special type of contract, equity transfer contract also has disputes that are easy to produce in general contracts, such as contract validity disputes, contract performance disputes, contract cancellation disputes, contract termination disputes, etc. We will analyze it for enterprises one after another. Hillhouse Law Firm will give full play to its professional advantages and effectively help enterprises prevent relevant legal risks; We will also provide enterprises with more forms and more abundant legal service projects according to the development of the industry and the actual situation of enterprises, and guide enterprises to make scientific decisions and standardize development.