The core logic of restricting compliance obligation to duty of oversight still lies in the maximization of shareholder interests. Such an interpretation not only weakens the legal status of the corporation as an independent entity but also disregards the social responsibilities and public interest demands that enterprises should undertake. The inherently private nature of fi duciary duties is diffi cult to reconcile with the public essence of compliance obligations. Blindly transplanting the supervisory duty under U.S. law appears hollow in the absence of localized institutional support. In response, it is necessary to move beyond the existing framework of fi duciary duties and redefi ne the independent connotation of compliance obligations based on their public nature. By linking directors’ responsibilities towards third parties with compliance obligations through the provisions of the new Company Law, an independent legal obligation system can be established. The distinction between compliance obligations and fi duciary duties underscores that compliance obligations are fundamentally designed to address social costs and public interests rather than merely mitigating agency costs. This reconstruction not only injects public interest values into the system of directors’ duties but also provides an institutional pathway for corporate law to transition from a “shareholder primacy” model to one that balances the interests of multiple stakeholders.