【要点提示】在涉外股权转让合同中,居间人或当事人为减少交易税费,常常签订交易金额不同的阴阳合同,虚假交易金额的阳合同已报审批机关批准,真实交易金额的阴合同未报审批机关审批,对该未经审批的阴合同是否有效,以此为基础的居间合同是否有效,现行法律法规未有明确规定。笔者认为,如股权转让行为已得到审批机关批准,当事人已经按照真实交易金额的股权转让合同履行完毕,可认定涉外股权转让合同已生效,以此为基础的居间合同也应认定有效。 【Important Notes】 In foreign-related equity transfer contracts, intermediaries or parties often sign yin and yang contracts with different transaction amounts to reduce the transaction taxes and fees. The false contract amount has been submitted to the approving authority for approval. The actual contract amount has not been reported The approval of the examination and approval authority is valid for the non-vetoed contract of indentures. Whether the intervening contracts based on this contract are valid or not is not clearly stipulated in the current laws and regulations. In the opinion of the author, if the equity transfer has been approved by the examination and approval authorities, the parties have fulfilled the equity transfer contract in accordance with the actual transaction amount, the contract for the transfer of the foreign equity interest has been confirmed and the interim contract based on this should also be validated.