Di Yi Cai Jing·2025-05-09 11:21Core Viewpoint - The case highlights the legal implications of companies using "hidden commitments" to counter the lifting of lock-up restrictions on shares, which can lead to information disclosure violations and doubts about the authenticity of such commitments [1][2]. Group 1: Case Background - The dispute involves Dongfang Securities and Huangshi Group, stemming from a 10-year-old acquisition transaction related to a share pledge repurchase business default [2]. - Huangshi Group issued shares to Li in 2014 for acquiring 100% of Yujia Film and Television Group, with performance commitments tied to the lifting of share restrictions [2]. - Li pledged the shares to Dongfang Securities for a repurchase transaction, but due to default, the shares were transferred to Dongfang Securities [2]. Group 2: Legal Proceedings - Dongfang Securities sued Huangshi Group for infringing shareholder rights, while Huangshi Group claimed it was not at fault and that Dongfang Securities should adhere to Li's commitments [3]. - Huangshi Group provided a "Commitment Letter" during the litigation, asserting that the conditions for lifting the restrictions were not met [3]. - The court found that Huangshi Group had previously confirmed the completion of performance commitments exceeding 100% from 2014 to 2017 [3]. Group 3: Judicial Challenges - The case raises questions about the effectiveness of lock-up commitments in relation to transferees and whether judicial execution can nullify such commitments [4]. - There are numerous cases where public commitments have been used to counter requests for lifting restrictions, with companies generally prevailing [4]. - The focus of the dispute includes the authenticity of the "Commitment Letter," the validity of shareholder resolutions, and the determination of damages for non-compliance [5][6]. Group 4: Court's Ruling - The Shanghai Financial Court ruled that companies must cooperate in lifting restrictions when the relevant commitments have been fulfilled, and cannot use undisclosed hidden commitments as a defense [6]. - The court emphasized the importance of preventing shareholders from exploiting information asymmetry to gain short-term benefits, which could harm the company and other shareholders [6].