Group 1 - The Supreme People's Court has issued judicial interpretations to address rising labor dispute cases, particularly focusing on social insurance, non-compete agreements, and labor contracts, effective September 1 [1][2] - The interpretations clarify that any agreement to not pay social insurance is invalid, reinforcing the obligation of employers and employees to participate in social insurance [1][2] - Employers are required to pay economic compensation to employees who terminate contracts due to non-payment of social insurance, calculated as one month's salary for each year of service [1][2] Group 2 - Non-compete agreements must be reasonable and cannot be applied indiscriminately; they are only valid for employees who have access to confidential information [3][4] - The interpretations specify that non-compete clauses are invalid if the employee has not been exposed to confidential information, promoting fair employment practices [4] - Employers must ensure that the scope, region, and duration of non-compete agreements are appropriate to the confidential information the employee has access to [4] Group 3 - The judicial interpretations clarify that employers are not liable to pay double wages if the employee intentionally fails to sign a labor contract [6][7] - Specific conditions under which double wage liability does not apply include situations caused by force majeure or employee negligence [6][7] - The calculation of double wages is defined as monthly, with provisions for partial months based on actual working days [7] Group 4 - The interpretations establish clear criteria for recognizing consecutive fixed-term labor contracts, ensuring employees' rights to request indefinite contracts after two consecutive terms [8] - Employers cannot deny the existence of two contracts to evade obligations, which protects employees' long-term job security [8] Group 5 - The interpretations address issues of subcontracting and mixed employment, holding contractors and associated parties responsible for labor rights violations [10] - In cases of mixed employment without written contracts, related companies are jointly liable for wage payments and other responsibilities [10] - Employees are advised to retain evidence of payment and work assignments to support their claims in case of rights violations [11]

Group 1 - The Supreme People's Court has clarified the legal standards for labor disputes, including non-compete agreements and social insurance issues, effective from September 1 [1] - Non-compete clauses are invalid if the employee is unaware of the employer's trade secrets or related confidential matters, and the scope of such clauses must align with the employee's knowledge of these secrets [2] - Agreements between employers and employees to not pay social insurance are invalid, as social insurance is a fundamental right for employees and a legal obligation for employers [3] Group 2 - Employers are not liable to pay double wages if a written labor contract is not established due to force majeure or employee negligence, and specific conditions for continuous fixed-term contracts are clarified [5][6] - Contractors and subcontractors are responsible for labor remuneration and work-related injury insurance if they transfer their business to unqualified entities [7] - Courts will support employees in confirming labor relationships based on management behavior and other factors when no formal contract exists with the employing entity [8]

Core Viewpoint - The Supreme Court's new interpretation aims to regulate the abuse of non-compete agreements and ensure that employers fulfill their obligations regarding social insurance, addressing rising labor disputes and promoting harmonious labor relations [1][2][3]. Non-Compete Agreements - The new interpretation restricts the generalization and abuse of non-compete agreements, stating that such clauses are invalid if the employee is unaware of the employer's trade secrets or related confidentiality matters [2][3]. - Non-compete clauses must align with the employee's knowledge and exposure to the employer's confidential information, and any excessive restrictions are deemed invalid [2][3]. Social Insurance Obligations - Employers are mandated to pay social insurance, and any agreements to waive this obligation are considered invalid, even if the employee requests it [5][6]. - If an employee terminates their contract due to the employer's failure to pay social insurance, the employer is liable for economic compensation [5][6]. Labor Relations and Responsibilities - The interpretation clarifies that contractors and associated entities must bear responsibility for labor relations, ensuring that employees receive their wages and social insurance benefits [6][7]. - In cases of mixed employment, courts will support employees in confirming their labor relationships based on management practices and other relevant factors [7].

Core Points - The Supreme People's Court issued an interpretation to address legal issues in labor dispute cases, aiming to protect the legal rights of parties involved and maintain stable labor relations [1][2] - The interpretation emphasizes the combination of prioritizing stable employment and promoting high-quality economic development, guiding employers to fulfill their social responsibilities [1] Group 1 - The interpretation clarifies the criteria for determining "consecutive fixed-term labor contracts," preventing employers from evading the obligation to sign indefinite-term contracts [1] - It addresses common issues such as subcontracting, outsourcing, and non-payment of social insurance, establishing that contractors and those involved in mixed employment bear the responsibility for labor relations [1][2] - Agreements between employers and employees to not pay social insurance are deemed invalid, reinforcing the protection of workers' rights [1] Group 2 - To facilitate orderly talent mobility, the interpretation states that non-compete clauses are ineffective if the employee is unaware of the employer's trade secrets or related confidentiality matters [2] - Non-compete clauses must align with the trade secrets and intellectual property knowledge the employee has been exposed to; any excessive restrictions are invalid [2] - The interpretation allows courts to determine compensation responsibilities for employees who fail to fulfill agreed-upon labor terms after receiving special treatment from employers, based on actual losses and fault levels [2] Group 3 - The Supreme Court released six typical labor dispute cases to illustrate the rules established by the interpretation, aiding in better understanding and application [2] - The court plans to enhance judicial guidance by continuously publishing typical cases and improving the case database, providing robust judicial services to promote high-quality and full employment [2]

今天（8月1日），最高人民法院召开新闻发布会，发布《最高人民法院关于审理劳动争议案件适用法律 问题的解释（二）》，针对社会广泛关注的热点争议问题，统一法律适用标准，切实维护劳动者合法权 益。解释自9月1日起施行。 竞业限制协议是市场中常见的保护商业秘密等保密事项的合同。负有保密义务的劳动者在职期间及离职 后一定期限内，不得自营或者到与原单位有竞争关系的单位任职。但有些公司不管劳动者是否接触商业 秘密等保密事项，无差别地签订竞业限制协议，约定高额违约金，严重限制了劳动者的择业权。司法解 释针对这一问题作出明确规范，为竞业限制划出合法边界。 最高人民法院民一庭副庭长吴景丽介绍，竞业限制是指劳动者在单位工作期间，掌握了单位的商业秘 密，就不能在职期间或者离职之后从事与单位的商业秘密有关的具有竞争关系的这种活动；如果从事 了，那就应该承担相应的违约责任。竞业制度这样限制的目的主要就是为了防止恶性竞争，保护企业的 竞争优势。 为了防止商业秘密的泄露和不正当竞争，司法解释规定：用人单位依法与竞业限制人员约定的在职竞业 限制条款合法有效，劳动者违反竞业限制约定时，应依法承担违约责任。 最高人民法院民一庭副庭长 吴景丽：劳动 ...

竞业限制协议是市场中常见的保护商业秘密等保密事项的合同。负有保密义务的劳动者在职期间及离职 后一定期限内，不得自营或者到与原单位有竞争关系的单位任职。但有些公司不管劳动者是否接触商业 秘密等保密事项，无差别地签订竞业限制协议，约定高额违约金，严重限制了劳动者的择业权。司法解 释针对这一问题作出明确规范，为竞业限制划出合法边界。 今天（8月1日），最高人民法院召开新闻发布会，发布《最高人民法院关于审理劳动争议案件适用法律 问题的解释（二）》，针对社会广泛关注的热点争议问题，统一法律适用标准，切实维护劳动者合法权 益。解释自9月1日起施行。 最高人民法院民一庭副庭长 吴景丽：劳动者是一个公司的销售经理，掌握着公司的客户资源。把客户 资源卖给了另外一个有竞争关系的供货商，导致供货商向公司客户出卖商品，这就相当于损害了本公司 的利益，也就违反了竞业限制，就应该承担相应的违约责任。 同时，为遏制竞业限制协议"滥用"，保障人才有序流动，此次司法解释明确了竞业限制条款不生效或无 效的情形。司法解释规定：劳动者未知悉、接触保密事项，竞业限制条款不生效。这意味着，不属于竞 业限制范围的劳动者，即使订立竞业限制协议，此约定对劳动 ...

Core Points - The dispute between Hai Chen Energy and CATL has escalated, with Hai Chen's executive being taken into custody for alleged trade secret infringement [2] - Hai Chen Energy, founded in 2019, has rapidly grown to become the third-largest energy storage battery company globally, focusing on lithium-ion storage solutions [3] - The company is currently in the process of listing on the Hong Kong Stock Exchange, with projected revenue of 12.917 billion yuan for 2024 and a nearly 90% compound annual growth rate over the past three years [3] Group 1 - Hai Chen Energy's executive, Feng Dengke, has been detained by police for allegedly infringing on trade secrets, with the case reportedly dating back several years [2] - Feng Dengke and Hai Chen's chairman, Wu Zuyu, both previously worked at CATL, indicating a potential conflict of interest [2] - Hai Chen Energy has launched several innovative products, including a 280Ah energy storage battery and a sodium-ion battery with over 20,000 cycles [3] Group 2 - The relationship between Hai Chen Energy and CATL has been strained, with CATL previously suing former employees for violating non-compete agreements [4] - In July 2023, CATL filed a lawsuit against multiple entities, including Hai Chen Energy, for unfair competition, with a court hearing scheduled for August 12 [4] - Hai Chen Energy's rapid growth and executive backgrounds have not mitigated tensions with CATL, highlighting the competitive nature of the energy storage industry [4]

Core Viewpoint - The article discusses the legal framework surrounding non-compete agreements in labor contracts, emphasizing the conditions under which they can be applied and the economic compensation involved for employees who are subject to such agreements [4][11][14]. Group 1: Non-Compete Agreements - Employers and employees can agree to maintain confidentiality regarding the employer's trade secrets and intellectual property in the labor contract [3]. - Non-compete clauses can be included in labor contracts or confidentiality agreements, with provisions for economic compensation during the non-compete period after contract termination [4][16]. - Non-compete agreements are applicable only to senior management, senior technical personnel, and other employees with confidentiality obligations [8][9]. Group 2: Duration and Compensation - The non-compete period cannot exceed two years after the termination of the labor contract [11]. - If the economic compensation is not explicitly stated, the employee may request compensation based on 30% of their average monthly salary from the last twelve months, provided it meets or exceeds the local minimum wage [14]. - If the employer fails to pay the agreed economic compensation for three months after contract termination, the employee can request to terminate the non-compete agreement [16].

Core Viewpoint - The article discusses the increasing abuse of non-compete agreements in China, particularly affecting lower-level employees, and highlights the imbalance of power between employers and employees in these legal disputes [3][5][29]. Group 1: Non-Compete Agreement Abuse - Non-compete agreements are being misused, with a significant rise in related cases over the past five years, particularly in industries like internet, new energy, and pharmaceuticals [8][9]. - The majority of individuals affected by non-compete agreements are lower-level employees, with 77% of cases involving workers such as security guards and cleaners [3][9]. - High-level executives often escape the consequences of non-compete agreements due to their connections and the willingness of new companies to cover their legal fees [10][11]. Group 2: Legal and Financial Implications - The financial burden of non-compete agreements has escalated, with penalties now often calculated as multiples of annual salary rather than based on compensation provided by the employer [11][12]. - There is no legal cap on the penalties for breaching non-compete agreements, leading to exorbitant claims, with some cases reaching up to ten times the annual salary [12][31]. - The legal system currently favors employers, as they can initiate lawsuits with minimal costs, while employees face significant financial and emotional stress [21][30]. Group 3: Surveillance and Evidence Collection - Companies often employ private investigators to monitor former employees, leading to invasive surveillance practices [14][15]. - Evidence collected through surveillance, even if obtained illegally, can still be used in court if it demonstrates that an employee joined a competing firm [16][30]. - The psychological impact on employees being monitored is profound, with many resorting to extreme measures to avoid detection [14][15]. Group 4: Legal Representation and Advocacy - There is a growing movement among lawyers to represent employees in non-compete cases, emphasizing the need for legal support for the vulnerable workforce [5][29]. - The legal community is increasingly aware of the ethical implications of representing companies in these disputes, with some lawyers choosing to focus solely on employee advocacy [27][28]. - The article calls for reforms to protect employees from the excessive penalties associated with non-compete agreements, advocating for a balance between protecting business interests and employee rights [29][31].

Acquisition Overview - The acquisition of Tian Di Xiang Yun by Kewha Data involved a two-step process, with the first step completed in November 2016 for 25% equity at a price of 90 million yuan [2][3] - The second step occurred in March 2017, acquiring 75% equity for a total price of 637.5 million yuan, with payments structured in three phases [3][4] Performance Guarantees and Compensation - The performance guarantees for the years 2017 to 2019 included net profit commitments of 50 million, 70 million, and 90 million yuan respectively, totaling 210 million yuan [5][6] - If the cumulative net profit fell below the promised total after three years, performance compensation would be required [7][8] - Compensation for underperformance would be calculated based on the acquisition price rather than profit shortfall [9] Control and Management - Post-acquisition, Kewha Data held 100% ownership of the target company, with the founding team transitioning to managerial roles [15][16] - The board consisted of three members, with Kewha Data appointing two and the founding team appointing one [17] Stock Unlocking Conditions - 70% of the acquisition payment was to be used for purchasing Kewha Data's stock, with unlocking conditions tied to performance metrics for each year [19][22] - The actual unlocking of stocks faced delays, leading to legal disputes [24][30] Legal Disputes and Outcomes - The founding team initiated multiple lawsuits against Kewha Data over stock unlocking issues, with the first lawsuit filed in July 2019 [37][38] - The courts ruled that Kewha Data was not obligated to unlock stocks unless requested by the management team [44][45] - The founding team faced significant legal costs, with outcomes often unfavorable, leading to financial losses [52][70] Performance Compensation Issues - Kewha Data claimed that the target company’s cumulative net profit was 190 million yuan, falling short of the promised 210 million yuan, resulting in a demand for compensation of 53.8 million yuan [53][54] - The founding team argued that management fees and stock incentive costs should not be included in the profit calculations, but the court upheld Kewha Data's position [59][62] Competition and Legal Restrictions - The agreement included non-compete clauses for the core team, but disputes over stock unlocking led to early departures and subsequent legal actions [71] - The court ruled that only one individual violated the non-compete agreement, resulting in minimal compensation awarded to Kewha Data [72] Stock Freezing and Compensation Claims - Kewha Data sought compensation for stock freezing, which was ultimately ruled against by the court, citing that stock price fluctuations are speculative [75] - The founding team later pursued compensation for losses incurred due to the freezing of stocks, but the court dismissed the claims [76] Key Takeaways for Founders - Founders should be cautious about performance guarantees and ensure clarity in contracts regarding stock unlocking and compensation mechanisms [79][84] - Legal disputes can lead to significant financial burdens, emphasizing the importance of professional legal and financial advice during acquisitions [88][90]