随着我国投资环境的逐步开放及高速发展、不断完善,外商投资由直接投资为主的方式逐渐转变为以并购为主。根据相关法律、行政法规之规定,涉及外资的股权转让合同应当办理批准、登记等特殊手续后方可生效。这一特殊规定在实践中导致许多纠纷,本文所探讨的蔡×荣诉蔡国境股权转让合同纠纷一案便是适例。未经行政审批的涉外股权转让合同的效力如何认定?笔者认为从国家干预经济活动的目的出发,应当区分合同内容,仅仅认定实质性条款不生效,其余部分对当事人仍有一定约束力。同时,报批义务应被认为是独立存在的,在外资股权转让合同已经依法成立但未生效的前提下,当事人可以依法追究与另一方当事人未履行的非实质性义务的违约责任,如此会更有利于对当事人的合法权利进行保护。 With the gradual opening-up and rapid development of China's investment environment and continuous improvement, the foreign investment gradually shifted from direct investment to mergers and acquisitions. According to the relevant laws and administrative regulations, equity transfer contracts involving foreign capital shall go through special procedures such as approval and registration before they become effective. This special regulation has led to many disputes in practice. The case of Cai Xirong and Cai Guijing equity transfer contract disputes discussed in this article is an appropriate one. How to identify the validity of a foreign equity transfer contract without administrative examination and approval? According to the author's opinion, the purpose of intervening in economic activities should be to differentiate the contents of the contract, and to conclude that substantive provisions do not take effect and the rest are still binding on the parties. At the same time, the obligation of submission and approval should be considered as an independent existence. Under the premise that a foreign equity transfer contract has been established according to law but has not yet entered into force, the litigant may hold the liability for breach of contract that is not fulfilled with the other party's non-substantive obligations according to law, Which is conducive to the protection of the parties' legal rights.