Reference Case: Chen Biao v. Zou Guokui et al.

The Maoming Intermediate People's Court reviewed the repurchase agreement through the lens of market regulation and investor protection. Because the listed company and related parties failed to disclose a downside-protection buyback clause during the private placement and listing process, allowing intermediaries to issue compliance opinions stating that no special clauses existed, the arrangement harmed non-specific investors and transaction safety. Even if the agreement reflected the parties' true intent, it was held invalid for offending capital-market order and public policy.