事关股权回购，监管最新提示！

Core Viewpoint - The China Securities Investment Fund Industry Association has issued a new guideline regarding the buyback clauses in private equity venture capital funds, emphasizing the need for friendly negotiations between venture capital institutions and startups to resolve conflicts of interest and support the growth of enterprises [1][2]. Group 1: Regulatory Guidance - The guideline encourages private equity venture capital fund managers to adopt a long-term investment and value investment philosophy, enhancing their capabilities in value discovery, active management, and valuation pricing [1][2]. - It highlights the importance of setting scientifically reasonable buyback clauses and avoiding any arrangements that deviate from the nature of equity investment [2]. Group 2: Market Trends - There has been a significant increase in the proportion of equity buybacks as an exit strategy for venture capital funds, reflecting the growing challenges faced by startups in triggering buyback conditions [2][3]. - In the first ten months of 2025, there were 1,745 buyback events, a 17.46% decrease from 2,114 events in the same period of 2024, with institutional sellers participating in 79.94% of these events, up from 58.61% in 2024 [3]. Group 3: Innovative Practices - Some venture capital institutions are exploring more flexible buyback clauses, such as a "two-year assessment" mechanism, where valuation adjustments are made if performance targets are not met for two consecutive years [3]. - New models have emerged, such as using equity from newly established companies by founders to replace original buyback obligations, which has gained recognition from state-owned limited partners [3]. Group 4: Legal Framework - Recent legal clarifications from the Supreme People's Court address frequent disputes over buyback agreements, specifying types of buybacks, standardizing litigation procedures, and introducing provisions for auctioning shares [3][4]. - The industry is urged to find a balance between risk control and innovation tolerance, which will be a central theme for future development [4].