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].

Core Viewpoint - The adjustment of government policies has transformed the investment atmosphere in state-owned venture capital, shifting from a cautious approach to a more proactive investment strategy, particularly in high-risk early-stage technology projects [2][4][14]. Policy Changes - Multiple regions, including Hubei and Sichuan, have introduced mechanisms allowing for 100% loss tolerance on individual investment projects, aimed at encouraging innovation and supporting early-stage investments [3][6][14]. - The Hubei government has established a seed fund to provide stronger financial support for startups, emphasizing a collaborative mechanism between government-guided funds and state-owned funds [5][6]. Investment Environment - The loosening of assessment criteria for state-owned capital has effectively addressed the "fear of loss" among investment managers, thereby activating the early-stage investment market [4][12]. - The introduction of "due diligence compliance responsibility exemptions" has alleviated concerns among investment personnel, promoting a more risk-tolerant investment culture [4][12]. Strategic Focus - The policies are designed to guide capital towards hard technology sectors, enhancing technological innovation and industrial upgrading, which are crucial for national competitiveness [4][7][14]. - The government aims to create a virtuous cycle of investment that allows for initial losses in exchange for long-term strategic gains, particularly in emerging industries and cutting-edge technologies [5][14]. Market Impact - The new policies signal a government commitment to fostering innovation and tolerance for failure, which is expected to boost market confidence and attract more private capital into early-stage investments [15]. - The changes are anticipated to stimulate investment activity, encouraging state-owned venture capital firms to explore new technologies and business models, thereby enhancing the overall investment environment [15].

Core Viewpoint - The announcement from Shanghai Taihe Water Technology Development Co., Ltd. (*ST Taihe) reveals that shareholder He Wenhui has pledged 6.7948 million shares, which constitutes 56.79% of his total holdings and 6% of the company's total equity, to the controlling shareholder Beijing Xinxin Xuancan Technology Center (Limited Partnership) [1][2] Group 1: Share Pledge Details - He Wenhui, the founder and former actual controller of *ST Taihe, holds a total of 11.9639 million shares, representing 10.56% of the company's total equity [1] - The pledged shares amount to 6.7948 million, with 472.12 million shares frozen and not pledged [1] Group 2: Impact on Company Operations - Company representatives stated that the current business operations are normal and that the share pledge has not significantly impacted production, operations, or corporate governance [2] Group 3: Legal and Financial Context - In 2018, *ST Taihe entered into an agreement with Huachong Fund, which included performance compensation clauses, requiring the company to achieve a net profit of no less than 180 million yuan and a net cash flow from operating activities of at least 50 million yuan [3][4] - The company reported a net profit of 84.0198 million yuan for 2018, falling short of the agreed performance, leading to a compensation obligation of 67.8648 million yuan for He Wenhui [4][5] Group 4: Legal Proceedings - Huachong Fund filed a lawsuit in January 2023 due to unpaid compensation, resulting in the judicial freeze of 472.12 million shares held by He Wenhui [5] - The first-instance ruling in December 2024 rejected all claims from Huachong Fund, stating that the performance compensation agreement was invalid due to public order and good morals [6][7] - The second-instance ruling in May 2025 ordered He Wenhui to pay 65.86 million yuan in compensation and penalties, leading him to apply for a retrial [6][7]

Core Viewpoint - The private economy is a vital component of China's socialist market economy and plays a crucial role in promoting modernization and high-quality development. The implementation of the Private Economy Promotion Law on May 20 marks a new level of legal protection for the private sector, but the rise of new types of performance-based agreements linked to secondary market stock prices poses challenges for market order and sustainable development of the private economy [1]. Group 1: Issues with Performance-based Agreements - The focus of controversy is whether performance-based agreements linked to secondary market stock prices are valid. Despite regulatory guidelines requiring the clearance of such agreements before IPOs, many companies find ways to circumvent these rules [2]. - A notable case from the Shanghai High Court in 2021 deemed a performance-based agreement invalid due to its violation of public order and securities regulations, but there is still ambiguity regarding agreements made verbally before IPOs and formalized afterward [2]. - Experts warn that if certain behaviors are accepted in judicial practice, it could lead to industry-wide disorder as more investors may view these actions as tacitly approved by law [2]. Group 2: Negative Impacts on Companies - Experts agree that agreements linked to market capitalization can pressure companies to sacrifice long-term strategies for short-term stock price targets, leading to potential manipulation of stock prices and harming the interests of small investors [5]. - The venture capital landscape has changed significantly, making traditional performance-based agreements less applicable, as the growth cycle for "hard tech" projects has lengthened and the IPO environment has tightened [5]. - Allowing controlling shareholders to privately reach performance agreements with investors undermines board decision-making and stifles innovation within companies [5][6]. Group 3: Proposed Solutions - Experts advocate for a comprehensive governance system that combines "penetrating regulation" and "technological empowerment" to address these issues. This includes establishing a protocol for real-time registration of all performance agreements with regulatory bodies [7]. - There is a call for strict prohibition of any form of evasion of disclosure requirements and for the establishment of a core principle that post-IPO agreements are invalid [7]. - The urgency of breaking the cycle of inconsistent regulations and judicial standards is emphasized, with a focus on the need for collaboration between regulatory and judicial entities to ensure effective enforcement [8].

Group 1 - The core issue is the dilemma faced by entrepreneurs in the real economy regarding "not signing a bet agreement leads to difficulty in financing, while signing it turns them into capital slaves" [1][5] - Bet agreements play a crucial role in financing and mergers, but their overuse and improper terms raise significant concerns in the judicial field [1][4] - New types of investment bet agreements linked to secondary market stock prices are emerging, posing challenges for judicial practice and securities regulation [1][3] Group 2 - Regulatory measures have been implemented to standardize bet agreements prior to IPOs, requiring companies to eliminate such agreements to ensure stability in equity structure and fairness in the listing process [2] - Despite regulatory efforts, there are still instances of parties exploiting loopholes related to IPO bet agreements [3][4] - The lack of clear regulatory rules regarding these practices necessitates explicit recognition from judicial practice or regulatory authorities [4] Group 3 - Bet agreements linked to market value may pressure companies to sacrifice long-term strategies for short-term stock price targets [4] - The transformation of bet agreements from investment protection tools to instruments that erode the real economy is a growing concern [4][6] - The relationship between capital and the real economy should be symbiotic rather than parasitic [6] Group 4 - Experts advocate for a comprehensive governance system that integrates "penetrating regulation" and "technological empowerment" to address the issues surrounding bet agreements [8] - Proposed measures include establishing a registration system for all bet agreements, requiring real-time entry into a designated regulatory platform, and declaring unregistered agreements invalid [8] - There is a need for deep collaboration between regulatory and judicial bodies, with calls for the Supreme Court to issue binding guiding cases to unify judgment standards [8][9] Group 5 - The urgent task is to break the vicious cycle of "regulatory rules being established, courts being hesitant to apply them or having inconsistent standards, and capital exploiting loopholes" [9] - The application of penetrating regulation and technological means is key to severing this cycle [9] - Further improvement of market rules is necessary, as unregulated cases can lead to industry-wide disorder [9]

华夏时报（www.chinatimes.net.cn）记者 陈岩鹏 北京报道 "与二级市场股票价格挂钩的对赌条款，无论在签署形式上怎样规避，都应在事后认定为无效条款。"中国人民大 学法学院院长杨东在6月7日举行的"健全资本市场基础制度 促进民营经济高质量发展研讨会"上强调。他指出，当 前我国资本市场出现了一些新型的、与二级市场股价挂钩的投资对赌协议，这对司法实践和证券监管构成了严峻 挑战，亟需相关部门高度重视。 该研讨会由中国人民大学法学院举办，来自全国近十所高校的20位法律和财经专家，以最高人民法院的典型案例 为切入点，深入探讨当前资本市场对赌协议领域存在的深层矛盾与风险。 监管套利的隐秘通道 "尽管中国证监会发布的《监管规则适用指引——法律类第4号》明确要求，涉及发行人、与股价挂钩、威胁控制 权及影响持续经营的四类对赌协议必须在上市前清理，但实务中规避监管的手段层出不穷。"中国人民大学法学院 副教授黄尹旭指出：上海高院2021年做出的"首例与上市公司股票价格对赌无效案"中，仅针对"IPO前没有清理的 与股票价格对赌协议"的情况，认定违背公序良俗，破坏证券秩序、依法无效。"但是否允许首发前股东之间先口 头约 ...

Core Viewpoint - Shenzhen Futaihe Precision Manufacturing Co., Ltd. has completed its first round of inquiry responses regarding its IPO application, raising concerns about its ability to meet the necessary requirements due to the disclosure of 11 betting agreements [2] Group 1: Company Overview - Futaihe was established in 2005 and specializes in the R&D, production, and sales of automotive engine parts, chassis parts, new energy vehicle electric drive components, and home appliance accessories [6] - The company initiated its listing plan after being listed on the New Third Board in 2015, with its IPO application being accepted by the Beijing Stock Exchange on January 20, 2025 [6] Group 2: Financial Obligations and Risks - Futaihe has signed 11 betting agreements with investors, committing to an IPO timeline that has been postponed from the end of 2019 to the end of 2025 due to previous performance declines [6] - The company faces a significant short-term debt pressure, with cash reserves of only 85 million yuan and total short-term debts amounting to 313 million yuan, resulting in a shortfall of 228 million yuan [7] - The company's actual controller is under financial strain, with 14 million yuan in outstanding loans, which could be exacerbated by the obligation to repurchase shares if the IPO fails [7] Group 3: Market Position and Future Outlook - The company has experienced a decline in performance growth and instability in its financial personnel, leading to internal control issues, which raises questions about its ability to successfully navigate the IPO process by the deadline [7] - The recent signing of termination agreements by some investors indicates potential shifts in the company's equity structure, which could have significant implications for its future [6]

Core Viewpoint - The announcement details the judicial freezing of shares held by shareholder He Wenhui, which has implications for the company's governance and financial obligations [1][3][4] Group 1: Shareholder Information - He Wenhui holds 11,963,918 shares, representing 10.56% of the company's total shares, with 4,721,218 shares, or 4.17%, currently frozen [1] - The freezing of shares is a result of a lawsuit initiated by Huachong Fund against He Wenhui regarding a performance compensation agreement [1][2] Group 2: Legal Proceedings - The Shanghai Jing'an District Court ruled that the performance compensation agreement's valuation adjustment and compensation method are part of a "betting agreement" and deemed it invalid due to public order considerations [3][4] - The court's first-instance judgment was appealed by Huachong Fund, leading to a second-instance ruling by the Shanghai Financial Court, which upheld the validity of the performance compensation agreement [3][4] Group 3: Financial Implications - The Shanghai Financial Court ordered He Wenhui to pay Huachong Fund a cash compensation of 65,864,800 yuan and a penalty of 12,894,312 yuan, along with additional daily penalties until full payment [4] - The company has applied for a retrial regarding the freezing of shares, which has not significantly impacted its operations or governance [4]

声明|题图来源于网络。惊蛰研究所原创文章，如需转载请留言申请开白。 端午节前，国家市场监督管理总局的一则公示引爆网络——万达集团以近500亿元的价格将48座万达广场打包出售。太盟投资集团（PAG）联合腾讯、京 东、阳光人寿等机构设立的合营企业，拟收购大连万达商管旗下48家公司的全部股权。 如此大规模出售核心资产的背后，是王健林身上日益增大的债务压力。 早在5月初，王健林所持大连万达商业管理集团股份有限公司，已有约3亿股权冻结。加上此前被冻结的大连万达集团、大连合兴投资、万达体育等公司股 权，这位前首富被冻结股权数额已累计达到4.9亿元。 仔细观察会发现，不论接盘万达抑或申请冻结万达股权的，都是王健林的"老熟人"。不同的是，有人慷慨解囊，有人冷面追债。世故的冷暖混杂着生意场 上的考量，正在这位三度"中国首富"得主的朋友圈里，上演着悲喜交加的故事。 老王发愁，"老友"出手 作者|吴嗯 危急之时，马化腾前来雪中送炭。2018年，腾讯控股作为主发起方，联合另外三家企业投资约340亿元人民币，为万达之前的对赌协议"买单"。 2021年，A股上市未果之后，万达又以珠海万达商管为主体，与22家投资者签订了股份转让协议，协议 ...

Group 1 - The core point of the article is that Shenzhen Shouhui Technology Group Co., Ltd. has successfully passed the listing hearing on the Hong Kong Stock Exchange after multiple attempts, but faces significant challenges ahead, including financial losses and market competition [2][9]. - The company issued 24.36 million new shares at a price of HKD 8.08 per share, raising a total of HKD 197 million, but the stock price fell significantly on its debut, closing at HKD 6.61, a drop of 18.19% [2][3]. - The company has experienced substantial financial volatility, with revenues of HKD 8.06 billion in 2022, HKD 16.34 billion in 2023 (a 102.7% increase), and a drop to HKD 13.87 billion in 2024 (a 15.1% decrease) [5][6]. Group 2 - The company has accumulated losses of HKD 4.92 billion over the years 2023 and 2024, with net losses of HKD 3.56 billion in 2023 and HKD 1.36 billion in 2024 [5][6]. - The revenue structure is heavily reliant on insurance transaction commissions, with over 99% of income derived from this source, indicating a vulnerability in its business model [6][7]. - Approximately 60% of the funds raised from the IPO are intended for optimizing the sales network and research and development, highlighting the company's focus on improving operational efficiency [7][8]. Group 3 - The company has faced internal governance issues, including a notable incident in 2020 involving a power struggle among founders, which raises concerns about management stability [8][9]. - The company operates under significant pressure from investor agreements that could lead to substantial financial liabilities if it fails to meet certain milestones [7][8]. - The competitive landscape is challenging, with major players like Ant Group and Tencent exerting pressure on smaller platforms, necessitating strategic adaptations for future growth [9].