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Ying Ting Seminar: Without authorization from the law, no penalty can be obtained and recognized by experts
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Article author：Yingting Lawyers Group | Update time：2026-03-23 | Reading times：743
[Background introduction]
In a dispute over exploration rights involving an enterprise in Inner Mongolia involving hundreds of millions of assets, the administrative authorities tried to directly characterize the company's "equity transfer" as a "disguised transfer of exploration rights" as a reason to punish and confiscate huge assets. Faced with this severe challenge, lawyer Liu Yun of Beijing Yingting Law Firm hosted a high-level expert seminar. Experts attending the meeting conducted an in-depth analysis on the core issue of "the legal boundaries of company equity transfer and company mining rights transfer."
(Mining expert seminar site)
[Core views of Yingting Lawyers Team]
The legal team of Yingting Mining sharply pointed out: The transfer of company equity and the transfer of exploration rights are two completely different legal concepts and must not be confused.
1. The subject of the transaction is different from the target: the subject of the transaction for equity transfer is the shareholder, and the subject is the company's equity, which is subject to the "Company Law"; while the subject of the transaction for the transfer of exploration rights is the mining rights holder, and the subject is the usufruct right, which is subject to the "Mineral Resources Law" and administrative regulations.
2. Different approval procedures: Equity transfer falls within the scope of the company's internal governance and does not require approval from the administrative authorities except for special provisions; while the transfer of exploration rights must be approved by the natural resources authorities and the change registration can be effective.
3. Different legal consequences: Current law has never stipulated that when the equity transfer ratio reaches a specific value, it will be deemed as the transfer of exploration rights. As long as the change of the owner of the mining rights has not been registered, a simple change in equity does not constitute a transfer of mining rights, let alone "concealing an illegal purpose in a legal form."
(Mining expert seminar site)
【Expert Consensus and Recognition】
This precise determination of the Yingting legal team was highly recognized and strongly supported by the experts attending the meeting:
The nature of equity and mining rights are very different. The transfer of equity in mining companies will lead to changes in shareholders, which will not necessarily lead to changes in the owners of mining rights. Experts unanimously believe that without changing the subject of mining rights registration, it is not appropriate to regard the equity transfer as a disguised transfer of mining rights.
From the perspective of administrative management practice, it is confirmed that the cooperation agreement signed by the two parties only stipulates the distribution of income and equity ratio, and does not touch on the change of the subject of the mining rights. It is essentially an adjustment of the internal economic structure of the enterprise, and is essentially different from the administrative licensing procedure for the transfer of exploration rights.
Experts at the meeting also cited typical cases of the Supreme People's Court, which confirmed that the logic of "distinguishing between name and reality" is completely in line with the mainstream ruling rules of judicial practice, that is, legal equity transfers cannot be invalidated outright.
【Yingting professional value】
The Yingting Mining Lawyers Group successfully established the first line of defense in the case by clarifying the boundaries between civil rights and administrative concession rights. The professional views of the legal team are not only logically rigorous, but also recognized by experts in academia and practice, laying a solid legal foundation for the parties to defend hundreds of millions of assets.
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