Core Viewpoint - The Supreme People's Court has released a draft for public consultation regarding the interpretation of the Company Law, which includes specific provisions for listed companies, aiming to enhance transparency and protect the interests of investors [1]. Group 1: Regulations on Executive Compensation - Article 85 introduces the concept of "returning illegal compensation," allowing companies to request the return of excessive compensation or stock options from directors and senior management when financial reports are found to be misleading [1]. - This new provision aims to correct improper compensation distribution and uphold the interests of the company and its investors, filling a gap in previous regulations regarding the return of illegal compensation [1]. Group 2: Validity of Market Value Adjustment Clauses - Article 82 states that market value adjustment clauses in agreements between investors and listed companies are invalid if they impose obligations on the company or its controlling shareholders to repurchase shares or provide monetary compensation when certain market value metrics are not met [3]. - Article 83 declares that any guaranteed return clauses in private placements that violate regulatory requirements are also invalid, protecting the interests of the company and minority shareholders [3][4]. Group 3: Regulation of Anti-Takeover Measures - Article 79 outlines the regulation of anti-takeover measures, stating that any amendments to company bylaws that unfairly restrict shareholder rights or impose unreasonable limitations on the qualifications of directors and senior management are invalid [6]. - This provision aims to prevent the abuse of control by major shareholders and protect the rights of minority investors, aligning with the legislative trend of safeguarding investor interests [7]. Group 4: Context and Implications - The draft is a response to the need for clearer regulations regarding significant asset transactions, market value management, and private placement guarantees, which have historically harmed minority investors [7]. - The Supreme People's Court's initiative is based on extensive research and consultations with experts, aiming to unify judicial standards and enhance compliance within the industry [7].

Core Viewpoint - The Supreme People's Court has released a draft interpretation regarding the application of the Company Law, which includes 90 articles, with 10 specifically addressing listed companies, aiming to enhance corporate governance and protect investor interests [1][2]. Group 1: Regulations on Executive Compensation - Article 85 introduces the concept of "returning illegal compensation," allowing companies to request the return of excessive compensation or stock options from executives if financial reports are found to be misleading [1]. - This new provision aims to correct improper compensation distribution and uphold the interests of the company and its investors, addressing the lack of clear return rules previously [1]. Group 2: Invalidity of Market Value Guarantee and Financing Clauses - Article 82 states that market value adjustment clauses in agreements between investors and companies are invalid if they transfer market risks to the company or its controlling shareholders [2][3]. - Article 83 declares that any guaranteed return clauses in private placements that violate regulations are also invalid, protecting the interests of the company and minority shareholders [2][3]. Group 3: Regulation of Anti-Takeover Measures - Article 79 outlines the regulation of anti-takeover measures, stating that any amendments to company bylaws that unfairly restrict shareholder rights or support specific individuals for management positions are invalid [4][5]. - This provision aims to prevent controlling shareholders from abusing their power and harming the interests of minority shareholders, reinforcing the legal boundaries for anti-takeover strategies [5]. Group 4: Context and Implications - The draft interpretation is designed to unify judicial standards and address gaps in the previous Company Law regarding significant asset transactions and market value management, which have historically harmed minority investors [5]. - The new regulations reflect a legislative trend towards protecting minority investors and ensuring compliance with securities laws [5].