【正文】 t have the qualifications for being the main body of the lawsuit of this case, which should have been acted as by the member of the board of directors.　　In questioning the evidence, the appellee, the Reckoning Group, claims that： they have no objection to the authenticity about the document Hui Jing Fa [1993] and the list of the board of directors. But Jiang Nan Company is a joint venture between China and the foreign country. It is not the privately owned business, which has been claimed by the appellant. The Economy Development Bureau of Hui Jiang Border Economy Cooperation District has the right to set up a reckoning group.　　Our court thinks that： Jiang Nan Company is the joint venture that has been set up by China Hui Cun Jiang Nan Industry Ltd. and the Fibre Society （which is the only one in South Korea）. According to the document Hui Jing Fa [1993] provided by the appellant and according to the business legal representative39。s court does not maintain the contract be invalid due to this. But the exceptions are these that violates the limited business by the state, the concessionary business, the business banned by the law, the administrative codes.“ The foreign trade business belongs to the business ratified by the State. Thus, the contract signed by the appellant and the Farming Production Society should be invalid.　　3. The allautomatic glove machine purchasesale contract signed by Jiang Nan Company and Fei Da Company on May 6, 1998, should be valid. The Farming Production Society should be excluded from the parties of this contract. The law should protect the terms of this contract.　　4. The actual buying relationship of this case is that： Jiang Nan Company had bought the glove machine, then, sold it to Fei Da Company. Therefore, the court in charge of the first instance was wrong in identifying the facts.　　5. The promise agreement signed by Fei Da Company and Jiang Nan Company is legal and valid. Fei Da Company has carried out all the payment about this contract. So the responsibility for the payment should be dismissed.　　6. The legal proceedings in the first instance have violated the law. During the first instance, the two appellees just postponed to pay the legal fare. The postponed date closed before November 12, 2002. However, so far the two appellees have not paid the legal fare yet. It has been illegal that the court in charge of the first instance had made a sentence under the condition that the court did not received the legal fare.　　7. The first instance did not make it clear that the relationships of the specific rights and duties between the Reckoning Group and the Farming Production Society.　　8. The first instance did not clearly identify the disputed amount of this case.　　The Reckoning Group claims that：　　1. The board of directors decided the foundation of the Reckoning Group after the study and discussion, which had officially declared to the departments concerned through the legal procedures, the foundation of which was ratified by the Foreign Fairs Office of Hui Cun Industrial and Commercial Administrative Management Bureau, by the Economy Development Bureau of Hui Cun Borders Economy Corporation District, by the Peace Section of Hui Cun Public Security Bureau, the purpose of which is to clear and settle accounts of the creditor39。s Supreme Court, which stipulates that “The contracts made by the parties of our country, who have no rights for the foreign trade business ratified and issued by the state branch in charge, are invalid”. Because Fei Da Company has no right for the foreign trade business, so the very contract is invalid. （2）According to the Rule in “Law for the Foreign Trade, People39。s claim for pensation of damages of RMB￥627, 250 on the defendant has no factual evidence, and cannot be supported by the Court. The claim made by the defendant that the plaintiffs39。s management of the glove machine and other related situations and KOMARA Co. didn39。t participate in, know, consent to, or authorize the formation of the above agreement and receipt. The reconciliation agreement and receipt were reached by and between Jiangnan Company and Feida Co. without authorization, damaging the interest of KOMARA Co., the other party of the purchases and sales contract, so it was a unilateral act and the agreement was invalid. Jiangnan Company shall return RMB￥245, 000 received according to the invalid agreement to Feida Co. As both Jiangnan Company and Feida Co. had faults in reaching the reconciliation agreement, both parties shall take their respective responsibility for the losses arising from it. ⑷ That KOMARA Co. didn39。s Republic of China as final and lodged an appeal to the Court. After accepting the case, the Court formed a collegial panel and opened a court session publicly. Attorney agent Tian Dayuan, authorized by the appellant Feida Co, Jin Longhua, representative of the appellee Liquidating Group and attorney agent Wang Wenjun, authorized by KOMARA Co., participated the court session and made their arguments. This case is decided now.The first instance court identified facts by trial as follows： On July 5, 1999, the business license of Jiangnan Company was revoked by Administration for Industry and Commerce of Hunchun City without participating in the annual examination and the pany was informed that the credit and debt should be settled by itself. On June 1, 2001, Economic Development Bureau of Border Economic Cooperation Zone of Hunchun City issued the （2001） . No. 53 document that determined Jiangnan Company to form a liquidating group and define members of the group and their duties. Public Order Division of Public Security Bureau of Hunchun City issued a confirming documentation certifying that：the official seal of the Liquidating Group had been put on file according to law. Jiang Nanchun, former legal representative of Jiangnan Company, submitted a written docum