1 Overview According to the new Company Law (2024), a company can choose its corporate governance model through its articles of association, which can be classified into a "Unitary System" (Single-Tier System) and a "Dual System" (Two-Tier System). The details are as follows: • Dual System (Two-Tier System) Corporate Governance Model: (1) Shareholders' Meeting (2) Board of Directors: Business execution functions (3) Board of Supervisors: Supervisory functions If certain conditions are met, companies with a smaller scale or fewer shareholders can further simplify the corporate organizational structure by amending the articles of association: • No Board of Directors, only one (Executive) Director who exercises the powers of the Board of Directors. This Director can concurrently serve as the manager. • No Board of Supervisors, only one Supervisor who exercises the powers of the Board of Supervisors.

In the past two years, the real estate industry has continued to experience a variety of problems, with giant companies suffering devastating blows one after another. According to the incomplete statistics of "QCC" (www.qcc.com), just in 2023, there are more than 1,300 construction enterprises entering into bankruptcy and reorganization procedures. Such an amount is really appalling! Consequently, a large number of construction projects were terminated before the completion and acceptance stage! Although the project is terminated, the warranty responsibility of the construction project, which is the statutory responsibility that must be undertaken by the contractor during the warranty period, is not exempted. It means that after the construction contract has been terminated, the construction company is still in the quality warranty period to fulfill the warranty responsibility. In practice, judges basically follow the aforementioned way, for which there exists a considerable amount of relevant jurisprudence of the Supreme Court that can be used as supporting evidence. However, in the case of the termination of the construction contract, for a construction project that has not been completed and accepted, does the contract issuing party no longer have the right to withhold the deposits for construction project quality agreed in the construction contract? On this issue, the judicial authorities have different views.

1. What is the "Yin Yang Contract" In the practice of construction engineering, there are a large number of "Yin Yang Contracts", also known as "black and white contracts", which refer to two or more contracts signed by the parties with substantially different contents for the same subject project. The mostly said "Yang Contract" refers to the construction contract signed by the contract-awarding unit and the contractor in accordance with the provisions of the Bidding Law and the bidding documents that are filed with the construction project management department; "Yin contract" refers to the construc-tion contract signed separately by the contract-awarding unit and the contractor to avoid government management and fail to comply with the statutory bidding procedures, and thus the contract has not been filed with the above-mentioned department.