重磅！国资委全面禁止股权回购，释放哪些监管信号？

Core Viewpoint - The State-owned Assets Supervision and Administration Commission (SASAC) has explicitly prohibited the inclusion of share repurchase rights in capital increase agreements, aiming to enhance the integrity and transparency of state-owned asset transactions [1][2][3]. Group 1: Legislative Purposes of Prohibiting Repurchase Clauses - Preventing disguised debt arrangements and returning to the essence of equity investment, as repurchase clauses can decouple investment returns from the operational performance of the target enterprise, undermining the principle of shared risks and benefits [1]. - Curbing risks of interest transfer and price manipulation, as the pricing mechanism for share repurchase often implies a transfer of benefits to investors, with repurchase prices typically set above the company's financing costs [2]. - Ensuring procedural justice in public transactions, as pre-agreed repurchase clauses may indicate collusion between parties, undermining the integrity of open market transactions [3]. - Maintaining the strategic layout of state-owned capital, as repurchase clauses could encourage short-sighted behavior from investors, disrupting the long-term strategic objectives of state-owned enterprises [4]. - Strengthening penetrating supervision of state-owned assets, as repurchase clauses may exist in hidden forms, complicating regulatory oversight and potentially leading to asset loss and debt risks [5]. Group 2: Reasons for Prohibiting "Repurchase Rights" - Pre-agreed repurchase rights could serve as a "legal" basis for future violations, potentially leading to the loss of value for state-owned shareholders if they are forced to repurchase shares at a lower valuation [6]. - The rationale for allowing state-owned shareholders to retain repurchase rights is to maintain control, but distinguishing between legitimate control and improper benefit arrangements is challenging, leading to increased regulatory costs [6]. - The new regulations reflect a shift in state-owned asset supervision from "post-event remedy" to "pre-event prevention," indicating a commitment to maintaining transaction authenticity throughout the asset transaction process [6].