投资对赌协议：创业者的“卖身契”

Core Viewpoint - The article discusses the increasing prevalence of "earn-out" agreements in China's venture capital landscape, highlighting the risks and consequences for entrepreneurs who fail to meet these targets, leading to significant financial burdens and potential bankruptcy [1][3][10]. Group 1: Current Market Trends - The case of Smartisan Technology's 15 million yuan loan dispute exemplifies the challenges faced by companies under earn-out agreements, with a ruling requiring repayment of principal plus interest at a rate of 6% [3]. - In 2023, several companies aiming for IPOs, such as Baishen Pharmaceutical and Youxun Medical, have triggered buyback clauses due to unmet targets, reflecting a broader trend in the market where 90% of private equity funds in China include such clauses [3][10]. - The contrast in earn-out agreement usage is stark, with China at 90% compared to only 2% in Silicon Valley, indicating a fundamental difference in venture capital ecosystems [3]. Group 2: Government and Institutional Responses - The Central Political Bureau of the Communist Party of China has introduced the concept of "patient capital," urging state-owned enterprises to lead by example in fostering a more sustainable investment environment [4][5]. - Various state-owned enterprises in cities like Shanghai and Beijing are taking steps to lower return requirements and extend fund durations, signaling a shift towards more supportive investment practices [5]. Group 3: Entrepreneurial Challenges - Entrepreneurs are increasingly finding themselves in precarious situations due to the pressure of earn-out agreements, with notable cases of founders facing severe consequences for failing to meet financial targets [6][10]. - The urgency to meet IPO deadlines is palpable, with approximately 130,000 investment projects and over 10,000 companies currently facing exit challenges [9]. - The article highlights the case of ADC, which achieved a remarkable IPO in Hong Kong but is burdened by significant losses and stringent earn-out conditions that could lead to high-interest buybacks if targets are not met [10]. Group 4: Market Dynamics and Future Outlook - The article notes a growing trend of companies turning to the Hong Kong stock market as a last resort for IPOs, with the market experiencing a resurgence in fundraising activities [10]. - The private equity secondary market is becoming increasingly active, with a notable rise in old stock transactions, indicating a shift in how liquidity crises are managed [12][14]. - The ongoing tension between short-term profit motives and long-term value creation is underscored, with the potential for a new path emerging through government-backed initiatives aimed at reducing the reliance on earn-out agreements [20].