Core Viewpoint - The article discusses the practical issues and solutions regarding the protection of existing shareholders' rights during subsequent financing rounds of invested companies, focusing on the review of transaction documents by existing shareholders [2]. Group 1: Key Points on Shareholder Agreement - The Shareholders Agreement (SHA) is a comprehensive document that outlines special rights, corporate governance, commitments, and obligations of shareholders, often including performance commitments, valuation adjustments, and rights such as preemptive rights and anti-dilution rights [3]. - Existing shareholders need to pay attention to the effectiveness of the new shareholder agreement, particularly whether it fully encompasses all special rights obtained during their initial investment and whether it includes any adjustments that may diminish their rights [4][5]. - If the new shareholder agreement replaces the old one, existing shareholders must ensure that all their rights are preserved; otherwise, unincorporated rights may not be protected [4][5]. Group 2: Common Changes in Rights Due to New Shareholder Agreement - Adjustments to repurchase rights may include changes in the order of repayment, the circumstances triggering repurchase, and the calculation of repurchase price, which could negatively impact existing shareholders [8][9]. - The introduction of new investors may lead to more favorable rights for them, such as enhanced repurchase rights or priority in liquidation, which existing shareholders must evaluate and potentially negotiate [8][13]. - Changes in the rights to appoint directors or access information may also occur, often based on the proportion of shares held, which existing shareholders should scrutinize [14]. Group 3: Key Points on Capital Increase Agreement - The Share Purchase Agreement (SPA) outlines the specific arrangements for capital increases, including conditions for closing and representations made by the invested company [15][16]. - Existing shareholders should ensure that the SPA does not impose unreasonable obligations on them, such as commitments that deviate from customary practices or that increase their liabilities [17]. Group 4: Key Points on Revised Company Articles - The revised company articles must align with the actual circumstances of the financing, ensuring that all necessary provisions are included and consistent with the shareholder agreement [18][19]. - Attention should be given to the provisions regarding the loss of rights due to overdue contributions, ensuring there are no conflicts with the capital increase agreement [20]. Group 5: Interconnection of Agreements - It is crucial for existing shareholders to ensure that the shareholder agreement, capital increase agreement, and company articles are consistent and do not contain conflicting provisions, which could lead to disputes over applicability and effectiveness [21].

证券代码：600114 股票简称：东睦股份 编号：2025-080 东睦新材料集团股份有限公司 NBTM NEW MATERIALS GROUP Co., Ltd. 关于签署有关补充协议的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记 载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和 完整性承担个别及连带责任。 东睦新材料集团股份有限公司（以下简称"公司"）拟通过发行股份 及支付现金的方式向钟伟、上海创精投资咨询合伙企业（有限合伙）、宁 波华莞企业管理合伙企业（有限合伙）、宁波富精企业管理合伙企业（有 限合伙）、深圳市远致星火私募股权投资基金合伙企业（有限合伙）（以 下简称"投资人"）等5名交易对方购买其合计持有的上海富驰高科技股 份有限公司（以下简称"上海富驰"或"目标公司"）34.75%股份，目前 该事项尚在推进中。 为保证本次交易有关事宜的有序、高效推进，也为进一步明确各自的 权利义务，公司于2025年8月21日与远致星火私募股权投资基金合伙企业 （有限合伙）等交易对方签署了《关于上海富驰高科技股份有限公司之股 东协议的补充协议（二）》，与钟伟、上海创精投资咨询合伙企业（有限 合伙） ...