破解“退出困局”！多方呼吁规范股权回购条款！

Core Viewpoint - The issue of equity buybacks has become a focal point of controversy, with calls for friendly negotiation and long-term planning to lay the foundation for healthy corporate development and long-term returns for funds [1] Group 1: Industry Concerns - The China Securities Investment Fund Industry Association (CSIA) has issued an important reminder to private equity and venture capital fund managers, urging the industry to adopt long-term and value investment philosophies, set reasonable buyback terms, and resolve potential disputes amicably to maintain market stability and support the development of the real economy [1][3] - Since last year, the execution difficulties of equity buyback clauses have become a market focus, with some startup tech companies facing severe funding and development pressures due to triggering buyback clauses, while private equity and venture capital funds are caught in an "exit dilemma" affecting normal operations and investor returns [1][3] Group 2: Recommendations and Guidelines - CSIA emphasizes that private equity and venture capital fund managers should enhance their capabilities in value discovery, active management, and valuation pricing, and should ensure that buyback arrangements are scientifically reasonable and do not deviate from the essence of equity investment [3] - The core of CSIA's regulatory requirements for buyback clauses is to return to the essence of equity investment, which is "risk sharing and profit sharing," ensuring that both parties' rights and obligations are balanced [3][4] Group 3: Communication and Resolution - CSIA encourages fund managers to strengthen communication with investors and buyback obligors when buyback conditions are triggered, considering external factors such as macroeconomic conditions and industry policies [6] - The association advocates for a principle of "friendly negotiation and long-term planning" to explore diversified ways to resolve conflicts, such as adjusting buyback targets, extending buyback periods, and lowering buyback rates [6] Group 4: Practical Challenges - The application rate of buyback clauses in domestic primary market investment activities has exceeded 90%, leading to increased conflicts between startup companies and investment institutions [10] - Current challenges faced by investors exercising buyback rights include insufficient repayment capacity of buyback obligors, complex procedures for targeted capital reduction, and discrepancies in the legal nature of buyback rights [10][11] - The newly revised Company Law introduces a mechanism for minority shareholders to request the company to buy back their shares at a reasonable price when controlling shareholders seriously harm the interests of the company or other shareholders, enhancing protection for minority investors [10][11]