Research On Relations Of Shareholding Changes Of Mining Companies And Mineral Rights Transfer

The system of transferring mining rights is one of the important elements of Chinese mineral resources legal system.In recent years,it has become more and more common for mining companies to finance their businesses through equity transfers in the secondary market for mining rights,at the same time,disputes the transfer of mining rights arising from equity transfers have also been increasing.The ownership of mineral resources in China belongs to the state,and the state as an abstract subject cannot exercise its rights directly.Therefore,the ownership of mineral resources derives mining rights to replace the rights to revenue and use.Because the development and utilization of mineral resources are closely related to public interests,the current mineral resources laws and regulations impose strict restrictions on the transfer of mineral rights: The conditions for the transfer of mining rights are strict,the approval process is complicated,and there are certain transfer fees to be paid.The transfer of mining rights and the transfer of equity are two different types of transactions,regulated by different laws and regulations,however,in practice,shareholders of mining companies(transferors)and transferees often achieve the purpose of controlling mining rights through equity transfer,which is protected by the Company Law,in order to circumvent the regulations on the transfer of mining rights,making the transfer of mining rights and equity transfer,which are two different transaction methods,conflicting.In this case,although the subject status of the mining right holder has not changed,there is the suspicion of actually controlling the mining right and obtaining the economic benefits brought by the transfer of the mining right.Because the Mineral Resources Law and the Company Law do not make clear provisions,inconsistent practices have emerged in the management practices of natural resource authorities: Some authorities have strictly regulated the relationship between the change of equity and the transfer of mining rights,while some authorities have not regulated.The theoretical community has also developed two views:according to one view,the transfer of mining rights and the change of equity are two different civil relationships,which are different in terms of the subject of transfer,registration procedures and legal norms.Therefore,according to the principle of "freedom of equity transfer" established by the Company Law,even if there is an extreme situation where the equities of a mining company are transferred,as long as the subject of mining rights has not been changed,it is not a transfer of mining rights.Another view is that the transfer of equity leads to a change in the controlling shareholder,and the transferor and the transferee essentially achieve the purpose of indirect transfer of mining rights under the principle of "free transfer of equity",which is suspected of circumventing the mandatory provisions of the law and should be restricted.The court’s opinion is also inconsistent: some courts held that the change of equity and the transfer of mining rights are different legal acts,the act of change of equity did not lead to a change in the subject of mining rights,and the equity transfer contract was legal and valid;Some courts have held that the parties to the equity transfer made false representations,which the false representations were invalid,and that the equity transfer contract should be held to be invalid.Therefore,whether the transfer of shareholdings by shareholders of mining companies results in the transfer of mining rights and what circumstances will lead to the transfer of mining rights needs to be further explored to determine its legal effect.The clarification of the relationship between the change of shareholding of mining companies and the transfer of mining rights involves three levels: legislation,management practice and justice.As far as the legislation is concerned,the article composes the current status and problems of the legislation on the change of shareholding of mining companies and the transfer of mining rights,which involves issues related to the distribution of benefits;In terms of management practice,combing the management attitude of natural resource authorities towards the transfer of equity in mining companies involves the issue of regulatory strength;As far as justice is concerned,two different ways of identification in trial practice are sorted out,involving the question of how the specific system operates.Analyzing the causes of the conflict between the change of equity and the transfer of mining rights,it is found that the root cause of the intensification of the conflict between the two is the lagging and uncertainty of the mineral resources legislation;Not all equity changes in mining companies will intersect with the transfer of mining rights,and conflicts and disputes will only arise between the two when the transfer of equity leads to a change in the controlling shareholder of the mining company.Therefore,the mineral resources legislation should be amended to conform to the development needs of the mining market,and the nature of the contract should be accurately determined according to the substance and purpose of the transfer contract.If the contract signed is for the purpose of transferring mining rights by way of equity transfer,the parties should be deemed to have carried out a false representation of intent and the equity transfer contract is invalid.