On July 4 and July 11, 2025, the China Securities Investment Fund Industry Association ("the Association") respectively announced that six private fund managers, including Shenzhen Longlin Private Equity Securities Investment Fund Management Co., Ltd. and Guangdong Yinghan Investment Co., Ltd., had abnormal operating conditions and failed to submit a special legal opinion in accordance with regulations within three months after the written notice was issued. The Association will cancel the registration of the private fund managers of these six institutions.

Consulting financial information requires strong professional knowledge. If limited partners do not possess professional financial or legal knowledge, even if the partnership enterprise and general partners cooperate to provide relevant information, it will be difficult to substantially implement the right to know if they are not allowed to hire auxiliary personnel due to the prohibition of copying such information; In addition, as limited partners are responsible for the debts of the partnership enterprise prior to their admission, they should not be restricted from accessing the financial information of the partnership enterprise formed before their admission.

A Science and Technology Innovation Investment Center ("A Center") is a limited partnership established in June 2015, with B Investment Partnership as its executive partner. In February 2018, C Management Company signed the "A Science and Technology Innovation Investment Center Admission Agreement" with D Investment Management Partnership Enterprise ("D Enterprise") and the third party E Enterprise Management Partnership Enterprise, making D Enterprise the new limited partner of A Center. The agreement stipulates that newly joined limited partners shall be liable for the debts of the partnership enterprise prior to joining, up to the amount of their subscribed capital. In May 2024, Company D sent a letter to Li, the executive partner of A Center and B Investment Partnership, as well as the legal representative of C Management Company, requesting to inquire about all financial reports, financial accounting statements (including but not limited to monthly and annual statements such as income statement, balance sheet, cash flow statement, income statement, etc.), financial accounting books (including general ledger, detailed ledger, journal and other auxiliary books, etc.), accounting vouchers (including accounting vouchers, original vouchers related to accounting books, and relevant materials recorded as attachments to original vouchers for future reference, including but not limited to partner bank deposit receipts, bank fund transaction details, all agreements signed with external parties, invoices, A Center stock account transaction details, etc.) since the establishment of A Center. Financial information such as stock holdings, receipts, and receipts. A center and Li did not respond to the letter after receiving it. D company then sued the court and claimed to exercise the right to know. The first instance court supported most of D Company's claims, while A Center appealed against them.

After trial, the first instance court held that the focus of the dispute in this case is the content, scope, and method of D company's exercise of the right to know. Regarding the content and scope of the right to know that Company D can exercise, in accordance with relevant provisions of the Accounting Law, the scope of financial accounting reports that Company D requests to review (excluding non accounting vouchers such as partnership profit distribution resolutions and capital reduction resolutions that do not directly reflect the flow of funds or actual economic transactions) is legal and should be supported. Regarding the ways in which Company D can exercise its right to know, in accordance with the relevant provisions of the Partnership Enterprise Law, firstly, copying financial information is not a legal right of partners. Therefore, Company D's request to copy financial information beyond the scope agreed upon by Center A will not be supported; Secondly, the law does not specify whether third-party auxiliary personnel can be entrusted to assist in accessing financial information. Given that accessing financial information requires strong professional knowledge, if a limited partner does not possess professional accounting or legal knowledge, even if the partnership enterprise and the general partner cooperate to provide relevant information, it will be difficult to substantially implement the right to know if they are not allowed to hire auxiliary personnel. Therefore, D's request is reasonable and should be supported; Thirdly, as D company is responsible for the debts of A center before its admission, it is not advisable to restrict its access to the financial information of A center before its admission. Otherwise, its equity may be damaged due to the original partner of A center not truthfully informing A center of its operating and financial conditions. The second instance court rejected the appeal and upheld the original verdict.

If the parties to the Performance Compensation Agreement do not include the issuer, the contract content is not linked to market value, there are no provisions that may lead to changes in the company's control, and there is no evidence to prove that the agreement has a serious impact on the continued operation of the listed company, financial transaction safety, or the rights and interests of other small and medium-sized investors, it is difficult to determine that the agreement belongs to the category of gambling agreements that must be cleared before listing application. That is to say, the Performance Compensation Agreement does not have any situation where the contract is invalid due to violating the public order of the financial market, and it is therefore valid.

In March 2018, XXX Fund (subscriber), XXX Company 1 (target company), and XXX He (founding shareholder) signed a "Subscription Agreement", which stipulated that the target company intended to be changed to a "limited liability company". The subscriber intends to subscribe to a portion of the capital increase of the target company and should pay a price of 140 million yuan, accounting for 8.38% of the company's share capital after the capital increase is completed. In the same month, the three parties signed a Supplementary Agreement to the Subscription Agreement, which stipulated valuation adjustments and performance compensation clauses in Article 2. Afterwards, a certain fund fully paid the subscription amount. In April 2019, the three parties signed the "Shareholders' Special Rights Agreement", which stipulated that for the purpose of the qualified listing of Company 1, all parties agreed that Article 2 and other provisions of the "Supplementary Agreement to the Subscription Agreement" would terminate from the date of signing this agreement. In July 2019, a certain fund signed a "Performance Compensation Agreement" with He, stating that the target company failed to fulfill the promised performance and cash flow for the year 2018 as stipulated in the "Supplementary Agreement to the Subscription Agreement". Despite signing a "Shareholders' Special Rights Agreement" with the target company and He, all parties agreed that He would adjust the valuation of the target company in accordance with Article 2 of the "Supplementary Agreement to the Subscription Agreement" based on the difference between the performance achieved in 2018 and the promised performance in 2018, and provide cash compensation for the valuation difference to the certain fund by He. Within 6 months after the successful listing of the target company's A-share market, He may fulfill his cash compensation obligations to the fund. Afterwards, Company 1 successfully went public on the A-share market in February 2021. In August 2022, He paid 2 million yuan in "compensation principal" to Fund X, and has not paid any cash compensation to Fund X since then. A certain fund then filed a lawsuit with the first instance court, requesting that He be ordered to pay cash compensation and penalty interest. Later, during the trial of the case, they also filed a backup lawsuit: if the "Performance Compensation Agreement" was found to be invalid, they requested that He be ordered to compensate for their losses. The first instance court held that the Performance Compensation Agreement is part of the betting agreement and therefore does not meet the regulatory requirements for the review of the listing application of Company 1 (which is a clause that should be cleared). Furthermore, it has adverse effects on non-specific public investors of Company 1 and its subsequent operations. Therefore, the Performance Compensation Agreement should be deemed invalid. In addition, regarding the reserve claim of a certain fund, based on the invalidity determination of the "Performance Compensation Agreement", the monetary payment obligation of He is not legally recognized as a obtainable benefit. Therefore, a certain fund claims a loss of trust interest on this basis, which is unfounded and unsupported by law. Therefore, all claims of a certain fund are rejected. A certain fund appealed against the decision.

The second instance court, after trial, held that the Supplementary Agreement to the Subscription Agreement, in addition to dividing the total performance of the three years from 2018 to 2020 as the betting condition, also specifically made a betting arrangement for the 2018 performance, and agreed that the target company should provide an audit report within three months after the end of the accounting year and fulfill its share compensation obligation or cash compensation obligation within one month after the audit report is issued. The fund also has the right to demand that He fulfill the corresponding obligation. The Performance Compensation Agreement was signed in July 2019. At this time, the debt performance period stipulated in the Supplementary Agreement to the Subscription Agreement had already expired, which means that the certain fund had actually enjoyed the claim for cash compensation from He. Although the debt performance period stipulated in the Performance Compensation Agreement is 6 months after listing, there is uncertainty about whether Company 1 will go public at the time of signing the agreement. However, the amount of debt borne by Company He has already been determined, and the valuation of the target company has not been adjusted due to whether it will go public. Therefore, the Performance Compensation Agreement is not a complete restoration of the effectiveness of the original betting terms, nor does it constitute a new betting agreement based on the above market conditions. Instead, it is a recognition of the fulfillment of some rights and obligations under the original betting terms and the recognition of existing debts. In addition, the parties to the Performance Compensation Agreement do not include the issuer, the contract content is not linked to market value, and there are no provisions that may lead to changes in the company's control. The evidence in the case cannot prove that the agreement has a serious impact on the continued operation of the listed company, financial transaction safety, or the rights and interests of other small and medium-sized investors. It is difficult to determine that the agreement belongs to the category of gambling agreements that must be cleared before listing application. That is to say, the Performance Compensation Agreement does not have any situation where the contract is invalid due to violating the public order of the financial market, and should be valid. In the end, the second instance court overturned the original judgment and supported all the claims of the fund.