(2020)浙01民终11166号

Reference Case: Hangzhou Huyue Yuexia Investment Management Partnership v. Huang Zhenwu and Huang Zhenqiang

The Hangzhou Intermediate People's Court stressed that the transaction created two exit paths for the investor: market exit and a fallback controller buyback. Once the company was later delisted and failed the agreed performance metrics, the investor could no longer exit through the market, so the repurchase right that had been set aside during the listing phase revived under the promise letter and supplemental agreement, and the controllers had to repurchase the shares.

Holding

The Hangzhou Intermediate People's Court stressed that the transaction created two exit paths for the investor: market exit and a fallback controller buyback. Once the company was later delisted and failed the agreed performance metrics, the investor could no longer exit through the market, so the repurchase right that had been set aside during the listing phase revived under the promise letter and supplemental agreement, and the controllers had to repurchase the shares.

Issues

whether a repurchase right suspended or terminated to facilitate NEEQ listing revives after delistinghow the supplemental agreement and the promise letter should be read together to define the investor's exit routeswhether the controllers must repurchase once the company is delisted and performance targets are missed