Database Case: Wu Mou v. Beijing Company et al.

The nature of a share-transfer clause turns on the parties' true intent. Where the transfer is fundamentally meant to secure a debt, it constitutes an equity transfer by way of security. The nominal transferee shareholder generally enjoys only a priority security interest within the secured scope, not substantive shareholder powers such as participating in decisions, appointing managers, or receiving dividends, and its vote cannot support the formation of a shareholders' resolution.