二是规范诉讼程序，由于股权回购涉及股东的变更，要求人民法院将标的公司追加为第三人参加诉讼。 以往对标的公司是否参与诉讼程序处理不一，部分案件不列公司、部分列公司为被告、部分列公司为第 三人。而股权回购本质涉及公司股权变更，公司不参与会导致判决可能遗漏非金钱给付义务，达不到案 结事了的法律效果。 三是新增了拍卖变卖股权的条款，此次明确投资者可在回购义务方财产不足时，请求拍卖、变卖股权， 以所得价款受偿。 在一级市场，投资人与创业者之间的"对赌回购困局"已成为近年愈发棘手的难题。对投资人而言，不签 署回购协议，既担忧创业者出现道德风险，导致投资权益受损，也难以向背后的LP（有限合伙人）有 所交代；可一旦签署回购协议，又会给创业者带来沉重的对赌压力——若未能达成协议中约定的业绩、 上市等目标，企业不仅可能面临清算危机，创业者自身身家也可能被牵连，陷入两难境地。 近期发布的《最高人民法院关于适用〈中华人民共和国公司法〉若干问题的解释（征求意见稿）》（下 称"意见稿"）对实践中频发的对赌股权回购纠纷作出了针对性回应。据悉，该意见稿已于2025年10月20 日结束征求意见，预计最高人民法院履行相关程序后将正式实施。北京观 ...

不过，李文杰也指出，意见稿对股权回购的法律性质仍未规定，未明确股权回购权属于"请求权"还 是"形成权"，二者对权利行使和保护影响重大。若为请求权，投资者需在知道或应当知道权利受损三年 内主张，逾期仅丧失胜诉权；若为形成权，需受除斥期间的规制，除斥期间届满后，投资者的回购权将 不再受保护。这一点，在司法实践和商事实践中，争议比较大。 证券时报记者卓泳 在一级市场，投资人与创业者之间的"对赌回购困局"已成为近年愈发棘手的难题。对投资人而言，不签 署回购协议，既担忧创业者出现道德风险，导致投资权益受损，也难以向背后的LP（有限合伙人）有 所交代；可一旦签署回购协议，又会给创业者带来沉重的对赌压力——若未能达成协议中约定的业绩、 上市等目标，企业不仅可能面临清算危机，创业者自身身家也可能被牵连，陷入两难境地。 近期发布的《最高人民法院关于适用〈中华人民共和国公司法〉若干问题的解释（征求意见稿）》（下 称"意见稿"）对实践中频发的对赌股权回购纠纷作出了针对性回应。据悉，该意见稿已于2025年10月20 日结束征求意见，预计最高人民法院履行相关程序后将正式实施。北京观韬律师事务所律师李文杰在接 受证券时报记者采访时，解读 ...

Core Viewpoint - The article discusses the "betting and repurchase dilemma" faced by private equity (PE) and venture capital (VC) investors and startups, highlighting the challenges of signing repurchase agreements and the recent judicial interpretations aimed at clarifying disputes in this area [3][4]. Group 1: Judicial Interpretations and Market Conditions - The recent judicial interpretation acknowledges the validity of betting agreements with non-listed companies but imposes special restrictions on their enforcement, while denying the validity of such agreements with listed companies [4][8]. - The interpretation aims to reduce speculative behavior from both parties involved in betting agreements, potentially decreasing unnecessary litigation [4][9]. - The article emphasizes the ongoing "buyer's market" in the investment landscape, where limited funding leads many startups to sign betting agreements, resulting in disputes as commitment deadlines approach [3][4]. Group 2: Challenges in Implementation - The article notes that while betting agreements are legally valid, fulfilling repurchase obligations is often challenging due to the difficulty in achieving capital reduction or profit distribution, which are prerequisites for repurchase [11][12]. - The interpretation clarifies that third-party guarantees for repurchase obligations remain valid, even if the company fails to meet the conditions for repurchase [9][12]. - The article highlights the existence of "drawer agreements," which allow for the postponement of betting agreements until after an IPO, complicating the legal landscape [11]. Group 3: Market Trends and Future Outlook - The article reports a significant increase in IPOs and mergers and acquisitions (M&A) in 2025, with IPO cases rising by 37.8% and M&A exits increasing by 84.3% compared to the previous year [16][17]. - It discusses the need for further improvements in judicial enforcement and the introduction of more commercial perspectives in resolving disputes to achieve win-win outcomes for investors and entrepreneurs [17]. - The article suggests that enhancing the marketization of risk investment, improving the IPO and M&A markets, and establishing a market-oriented assessment mechanism are essential for long-term solutions to the betting and repurchase dilemma [17].

Core Viewpoint - The recent "gambling buyback dilemma" is a common challenge faced by PE/VC and startup companies, with the Supreme People's Court's draft opinion addressing frequent disputes related to buyback agreements [1][2] Group 1: Legal Framework and Implications - The draft opinion confirms the validity of gambling agreements with non-listed companies but imposes special restrictions on their enforcement, while denying the validity of such agreements with listed companies [2][5] - The new judicial interpretation aims to clarify disputes in the gambling buyback sector, particularly regarding valuation adjustment agreements and market value adjustment clauses [3][5] - The draft opinion states that any gambling agreements tied to listed companies, such as those linked to price-to-earnings ratios or stock prices, will generally be deemed invalid [5][6] Group 2: Market Conditions and Trends - The current venture capital market remains a "buyer's market," with limited funding supply and many startups signing gambling agreements due to their weaker financing position [1][10] - As of November 6, the number of IPOs in A-shares for the year was only 90, indicating a significant decrease compared to nearly 400 in 2020, with expectations of around 100 IPOs annually in the future [10][11] - The merger and acquisition market has seen increased activity, with 230 major asset restructuring deals disclosed since the introduction of new policies, although it still does not meet the demand of numerous companies that have received equity investments [10][11] Group 3: Recommendations and Future Directions - Suggestions include improving the assessment error tolerance mechanism for state-owned capital, establishing effective exit mechanisms, and developing S funds to alleviate exit bottlenecks [2][10] - The draft opinion provides a legal basis for resolving gambling buyback disputes, emphasizing the importance of protecting the stability of companies, especially public ones [8][11] - To address the gambling buyback dilemma, there is a need for further judicial improvements and the introduction of more commercial perspectives in litigation, alongside enhancing the marketization of IPOs, mergers, and S funds [11]

Core Viewpoint - The trust crisis in the venture capital industry is intensifying, with increasing scrutiny on management fees and the relationship between General Partners (GPs) and Limited Partners (LPs) [1][5]. Management Fees - Recent regulations in various regions have changed the management fee structure for GPs, shifting from a traditional 2% of committed capital to a model based on actual investment amounts, which is expected to lower overall management fees [2][3]. - The new fee structures require GPs to demonstrate value through successful project investments rather than relying solely on management fees for income [2][4]. - The evolving management fee landscape reflects heightened expectations from LPs, who are increasingly implementing performance assessments to hold GPs accountable [2][4]. Trust and Relationship Dynamics - The relationship between LPs and GPs is crucial, with management fees intended to cover operational costs rather than serve as the primary income source for GPs [4]. - There is a growing concern about the sustainability of GPs that depend solely on management fees, as the industry moves towards greater professionalism and standardization [4][5]. Buyback Issues - The buyback and "betting" issues have become prominent in the primary market, particularly as many startups face pressure to execute buybacks amid a downturn in the capital market [6][7]. - The current wave of buybacks is seen as a systemic issue, exacerbated by market volatility and historical practices, necessitating collaborative solutions among all stakeholders [12][13]. - Legislative efforts in regions like Hunan and Shandong are encouraging the relaxation or elimination of mandatory buyback clauses, aiming to foster a healthier investment environment [9][10][13]. Future Outlook - The industry is urged to maintain rationality and foster mutual understanding among all parties involved, with a focus on long-term economic growth and the development of new productive forces [14]. - There is a call for improved incentive mechanisms within government investment funds to promote long-term capital investment and rebuild trust between LPs, GPs, and startups [14].

Core Viewpoint - The article narrates the entrepreneurial journey of a character named Xiao Song, highlighting the evolution of his business from initial funding challenges to significant revenue growth and eventual government support for expansion and acquisitions. Group 1: Early Stage and Funding Challenges - Xiao Song's company has achieved 1 million in revenue and is seeking to establish a formal production line while looking for a city to set up operations and raise equity financing [1] - The government expresses concerns about the early stage of the business, suggesting a buyback agreement and a reduced valuation of 30 million, given the net assets of only 10 million [2][3] - The company aims to raise 30 million for production line expansion, with the government indicating that they will invest 30 million but require a 1:2 ratio for funding [4][5][6] Group 2: Growth and Investment Opportunities - As the company grows to 100 million in revenue, investment interest from institutions increases [7] - The government advises Xiao Song to allocate half of the financing quota to local investment firms, suggesting a flexible approach to funding [9][10][11] Group 3: Expansion Plans - With revenue reaching 200 million, Xiao Song plans to expand production lines, R&D centers, and employee accommodations [12] - The government proposes purchasing contaminated land for production and converting a long-abandoned building into an R&D center, as well as a struggling hotel into employee housing [13][14][15] Group 4: Maturity and IPO Considerations - Xiao Song, now referred to as Lao Song, has grown the company to 300 million in revenue and is considering an IPO [18] - The government encourages supporting local brokerage firms by allowing them to handle distribution for the IPO [19][20] Group 5: Recognition and Strategic Growth - Lao Song's company has gone public and reached 500 million in revenue, with the provincial government recognizing it as a model enterprise [22][23] - The government suggests exploring mergers and acquisitions to expand further, particularly in underperforming regions [24][25] Group 6: Continued Growth and Future Aspirations - By 2024, the company has achieved 700 million in revenue, with government officials inquiring about future revenue targets and tax contributions [27][28][29] - The company reaches 1 billion in revenue, with higher-level government officials suggesting acquisitions of struggling upstream companies [30][32] Group 7: Strategic Importance and Long-term Vision - The company grows to 5 billion in revenue, with government officials emphasizing the strategic importance of certain assets related to the business [34][36] - Lao Song reflects on his entrepreneurial journey as he nears retirement age, contemplating the future of his business and his son's career choices [39][40]

Group 1 - The article discusses the reality of buybacks in the investment market, particularly focusing on the dynamics between general partners (GPs), limited partners (LPs), and project founders [2][3] - It explains that the typical duration of a fund is around 7 to 8 years, and GPs may request buybacks from project founders if they anticipate that the projects will not be ready for IPO by the end of the fund's term [3][5][6] - The article highlights that many founders may feel compelled to accept buyback terms due to the pressure of securing funding and the lack of alternatives [8][9][12] Group 2 - It points out that the buyback terms are often predetermined in investment agreements, and founders may not fully understand the implications of these terms [8][10][12] - The article notes that the buyback interest rates have increased over time, with rates now reaching 10% to 12% as GPs seek to ensure their returns within the fund's lifecycle [14][16][17] - It emphasizes that the misalignment between the funding cycle and the development cycle of startups leads to the frequent use of buyback clauses, which can be detrimental to the companies involved [20][22][24] Group 3 - The article concludes that the issues surrounding buybacks reflect the immaturity of the investment market, suggesting that a collective effort from all participants is necessary for improvement [23][24][26] - It also indicates that the perspectives on buybacks vary significantly among different stakeholders in the investment ecosystem, including GPs, LPs, and founders [24][25]

Core Viewpoint - The internal conflicts within Kailitai (300326.SZ) continue, with significant disagreements over the election of the new chairman, management changes, and the contentious share repurchase issue, leading to potential risks for the company [1][2][14]. Group 1: Internal Conflicts - The board of directors' election revealed deep divisions between the second-largest shareholder and the first and third shareholders, affecting key decisions such as the chairman's election and management appointments [1][3]. - The new chairman, Cai Zhongxi, was elected with 4 votes against 3 for the candidate Wang Chong, representing the first and third shareholders [1][5]. - Management changes included the appointment of Xia Tian as the general manager and Guo Haibo as the board secretary, amidst disagreements over these appointments [1][7]. Group 2: Share Repurchase Disputes - The ongoing dispute regarding the share repurchase from Ligetai has resurfaced, with the board previously voting to issue a repurchase notice, but the decision faced opposition from key stakeholders [8][10]. - The board's recent meeting did not pass the proposal to send a repurchase notice, with votes split and some members calling for more information before making a decision [9][11]. - The repurchase agreement was triggered due to Ligetai's failure to complete an IPO by December 31, 2024, leading to legal actions from the second-largest shareholder [8][12]. Group 3: Internal Control Issues - Kailitai is facing internal control problems, with auditors unable to obtain sufficient evidence regarding the valuation of equity investments and related party transactions, leading to a "non-standard" audit opinion for the 2024 financial report [2][14]. - The company announced a delay in the disclosure of its 2024 annual report due to significant disagreements with auditors, which may result in further regulatory scrutiny [14][15]. Group 4: Shareholder Actions - The second-largest shareholder, represented by Yuan Zheng and Wang Zhengmin, has been increasing their stake in Kailitai, now holding approximately 6.38% of the shares, which is close to the first shareholder's 6.99% [15][16]. - The ongoing increase in shareholding indicates a potential power struggle for control and influence over Kailitai's strategic direction [16].

《 对赌回购在投资行业的真实模样 》 今天想分享一下实际在执行层面，回购的样子。 （一）回不回购，合伙人说了算 各位同志，管理层为 2025 年制定的退出金额是 3 亿元，这个金额远高于我们实际触发回购的各项目总 金额。 高于，是因为我们未雨绸缪，针对当前大环境，我们不得不提早回购，未到期回购。同时这也是我们募 资和dpi的需要。 鼓励大家通过老股转让的形式完成退出。如果转不出去，就请大家通过回购的方式。总之，3亿元是刚 性的。 至于那些还没有触发回购的项目，如何说服创始人同意回购，请各位同志开动脑筋，穷尽创造性和积极 性。 小宋，鉴于你 2024 年在退出工作上进步很大， 2025 年希望你承担 1 亿元的退出金额。希望你不要辜负 我们对你的信任。 （二）回购的核心是脸皮要厚 要账，大家都要过吧？或者，至少能想象的到吧？没有技巧，全是歪招。 小宋我见过的要账手段：喝酒，堵门，声东击西，等等。 我真的见过，投资经理和创始人喝了几顿酒，创始人就同意回购了。 关于堵门，不是撕破脸的那种。我以开展投后工作的名义，天天在已投企业呆着。我自费住宿和餐饮， 绝不给企业添乱。 但是企业的一些生产经营会议，我要参加。我时不时 ...

Group 1 - The core viewpoint of the article discusses the practical aspects of buybacks in the investment industry, emphasizing the challenges and strategies involved in executing buybacks [1] - The management has set a target of 300 million yuan for exits by 2025, which is significantly higher than the total amount triggering buybacks across projects [3] - The article highlights the importance of creativity and proactivity in persuading founders to agree to buybacks, especially for projects that have not yet triggered buybacks [3] Group 2 - The article suggests that a thick skin is essential for investment managers when negotiating buybacks, as they often have to employ unconventional tactics to secure agreements [4][5] - Various informal methods, such as socializing with founders and attending company meetings, are mentioned as effective strategies for facilitating buybacks [6][10] - The negotiation process for buybacks is described as more complex and challenging than the initial investment agreements, often involving price negotiations and payment terms [14][19] Group 3 - Investment managers face pressure from their firms to ensure buybacks occur, especially in a challenging fundraising environment [20][22] - There are instances where investment managers may suggest manipulating financial statements to make buybacks more palatable for founders, highlighting the ethical dilemmas faced in the industry [24][26] - The article raises concerns about the focus on buybacks over new investments, questioning whether this represents a misallocation of resources within the industry [28][30]