On the afternoon of February 21, 2025, the 93rd Lecture of Xiamen University's "Topwe" Advanced Tax Law Practice Lecture Series was held in the Lecture Hall B138 of the Law School. This lecture was presented by Lawyer Kou Yimin under the theme of "Discussion on the Tax Refund Case of a Failed Valuation Adjustment Mechanism in Shanghai from the Perspective of Tax Governance". Dr. Zhang Xuebin, a senior partner of Shenzhen Smart Finance & Tax Consulting Co., Ltd., Ms. Wang Hui, the vice president of Shanghai Huahe Group, Lawyer Lan Meng, a partner of the Shanghai Office of King & Wood Mallesons, Lawyers Muba and Guo Tingting from Baker McKenzie FenXun, Mr. Wu Qinglun, a practical expert, Lawyer Ma Xiaoyu, a partner of Global Law Office, Ai Lijie, the legal manager of Beijing JD Century Trading Co., Ltd., Liu Beijia, a tax and financial consultant of China Netherlands Business Solutions, Lecturer Lin Lang from the Law School of Fujian Normal University, Associate Professor Yang Chunjiao from the School of Business Administration of Jimei University, Professor Zhu Yansheng, the deputy director of the Center for International Tax Law & Comparative Taxation of Xiamen University (CITACT-XMU) and the director of the China-OECD LLM Programme on Taxation (COTP), Associate Professor Qiu Dongmei, and master and doctoral students majoring in tax law (including those in the COTP program) participated in the lecture. The lecture was co-hosted by Associate Professors Li Gang and Wang Zongtao from the Tax Law Teaching and Research Section of the Law School of Xiamen University.

Due to the large number of attendees, the venue of the lecture was changed to a larger lecture hall. Associate Professor Li Gang mentioned in the opening remarks that this should be the first time in nearly a hundred lectures of the Topwe lecture series when the organizers no longer had to worry about an unfilled classroom. As a "not-so-famous lawyer" who has handled many well-known tax cases, Lawyer Kou Yimin is usually very low-key. This time, it was only because she was participating in the "10th International Tax Law Forum" to be held the next day that she agreed to the lecture invitation sent by our Tax Law Center.

Lawyer Kou Yimin represented the taxpayer in the first and second instances of the recently well-known case of applying for a tax refund after a failed valuation adjustment mechanism in Shanghai. She started with the basic facts of the case and introduced in detail the entire process of the parties applying for administrative reconsideration, administrative litigation, and submitting a retrial application. At the same time, she deeply analyzed the logical reasoning of the legal interpretation in the second-instance judgment and shared the main arguments for the retrial defense. Lawyer Kou emphasized that, as a special form of investment, the current civil, commercial, and tax laws and regulations are no longer sufficient to meet the development needs of valuation adjustment agreements. From the perspective of promoting the prosperity of market transactions, it is very necessary to reconstruct the relevant rules. She also proposed solutions to the problem of the absence of tax governance, calling on the courts to take an active role in relevant cases. The courts can promote the resolution of the problem by providing interpretations through individual case judgments or applying to the Supreme People's Court for the formulation of judicial interpretations.

During the lecture, the audience actively engaged in thinking and continuously raised challenging questions. Professor Zhu Yansheng, Ms. Wang Hui, Dr. Zhang Xuebin, and Mr. Wu Qinglun analyzed the “valuation adjustment agreement” from different perspectives, including law, tax governance, business practice, and international comparison respectively. Dr. Lin Lang expressed higher expectations for the attitude and actions of the courts. Lawyer Muba shared practical experience in handling equity transfer cases. Chen Dunyang, a master's student in the 2024 COTP program, raised questions regarding the summarization of the key points of contention. Lawyer Kou Yimin responded to each question one by one. This lecture enabled the participants to gain a deeper understanding of the complex tax issues related to valuation adjustment agreements. It provided new directions for research and practice in tax law, and is of great significance for promoting the improvement of relevant legal systems and the development of tax governance.

(Article/Photos by Xie Xiaoyi)