Group 1 - The core viewpoint emphasizes that investment agreements linked to secondary market stock prices should be deemed invalid, regardless of how they are structured, highlighting the need for regulatory attention [1] - Experts at the seminar expressed concerns that allowing controlling shareholders to privately negotiate such agreements undermines board decision-making authority, potentially hollowing out corporate governance [1] - The discussion pointed out that entrepreneurs often face a dilemma where not signing these agreements leads to funding challenges, while signing them results in becoming "capital slaves," indicating a need for a symbiotic relationship between capital and the real economy [1] Group 2 - Recent judicial cases, such as the "first case of violating public commitment compensation" in the Shanghai Financial Court, have established the legal validity of public commitments made by shareholders and executives, reinforcing the principle that such commitments must be fulfilled [2] - This judicial ruling aligns with the guidance issued by the Supreme People's Court and the China Securities Regulatory Commission, which emphasizes strict and fair law enforcement to support the high-quality development of the capital market [2]

Core Viewpoint - The Shanghai Financial Court ruled that two executives of Jinmoutai Chemical Co., Ltd. must compensate investors for losses due to their failure to fulfill public shareholding commitments, marking a significant legal precedent under the revised Securities Law of China [3][10]. Group 1: Case Background - The case is the first securities infringement dispute since the 2019 revision of the Securities Law, arising from the failure of company executives to fulfill public shareholding commitments [3]. - The court ordered the defendants, Yuan and Luo, to jointly compensate investor Liu for 506,100 yuan and investor Zheng for 277,400 yuan [1][10]. Group 2: Legal Implications - The case utilized a demonstration judgment mechanism, highlighting the application of Article 84 of the new Securities Law, which mandates disclosure of public commitments and imposes civil liability for non-fulfillment [3][10]. - The court emphasized that the nature of public commitments and the circumstances surrounding their non-fulfillment must be considered to determine if they constitute securities fraud [9][10]. Group 3: Details of the Commitment - In June 2021, Jinmoutai announced that its executives planned to increase their shareholding by at least 300 million yuan within six months, but they failed to fulfill this commitment, leading to regulatory actions against them [4][5]. - The plaintiffs argued that their investment decisions were based on the executives' public commitments, which they claimed constituted securities fraud due to the lack of follow-through [7][10]. Group 4: Court's Findings - The court found that the defendants did not have the necessary funds when they made the commitment and failed to actively seek funding during the extension periods, indicating a lack of genuine intent to fulfill the commitment [10]. - The court ruled that Jinmoutai was not liable for the defendants' actions, as it had fulfilled its disclosure obligations and had no knowledge of the executives' fraudulent intentions [10].