中基协指出，股权回购条款本质上是投融资双方为应对未来发展不确定性、信息不对称及代 理成本而设计的风险缓释工具。然而，在当前宏观经济环境下，其执行面临新的挑战。为 此，中基协提出多项核心指引，旨在引导行业回归投资本源，实现可持续发展。 科学设置回购条款 坚守投资底线 中基协强调，私募股权创投基金管理人应树立和践行长期投资、价值投资理念，提升价值发 现、主动管理和估值定价等能力，发挥私募股权创投基金作用，梯度培育创新型企业，服务 科技创新和产业创新。 【导读】股权回购成为争议焦点，多方呼吁友善协商，从长计议，为实现企业健康发展和基 金长期回报奠定基础 中国基金报记者 任子青 莫琳 近日，针对一级市场广受关注的股权回购问题，中国证券投资基金业协会（以下简称中基 协）向各私募股权创投基金管理人发出重要提示，呼吁行业树立长期投资、价值投资理念， 科学合理设置回购条款，并通过友好协商妥善解决潜在纠纷，共同维护市场稳定，支持实体 经济发展。 自去年以来，股权回购条款的执行困境已成为市场焦点。一方面，部分初创科技型企业因触 发回购条款而面临严峻的资金与发展压力；另一方面，私募股权与创投基金也因回购执行难 而陷入"退出困局"， ...

Core Viewpoint - The article emphasizes the need for private equity and venture capital funds to adopt a long-term investment approach and to negotiate amicably with startups regarding buyback agreements, especially in light of recent challenges faced by both startups and funds due to buyback triggers [1][2]. Summary by Sections Regulatory Guidance - The China Securities Investment Fund Industry Association issued a notice urging venture capital institutions to engage in friendly negotiations with startups to resolve conflicts of interest and support their growth [1]. - The notice highlights the importance of setting reasonable buyback terms and avoiding practices that deviate from the nature of equity investment [2]. Buyback Agreement Trends - There has been a significant increase in the proportion of equity buybacks as a means for private equity funds to exit investments, reflecting a growing trend in the industry [2]. - 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]. Flexible Buyback Terms - Some venture capital firms are exploring more flexible buyback terms, such as a "two-year assessment" mechanism, where failure to meet targets for two consecutive years may lead to valuation adjustments, and a buyback trigger after four years of non-compliance [3]. - New models have emerged, including the replacement of original buyback obligations through equity in newly established companies by founders, which has gained recognition from state-owned limited partners [3]. Legal and Industry Developments - Recent legal clarifications from the Supreme People's Court address frequent disputes over buyback agreements, specifying types of buybacks, litigation procedures, and new provisions for auctioning shares [3]. - The industry is encouraged to find a balance between risk control and innovation, which is seen as a critical challenge for future development [4].

Core Viewpoint - The China Securities Investment Fund Industry Association has issued a notice urging private equity and venture capital funds to set reasonable investment terms, emphasizing the importance of patient capital and the role of technology innovation in promoting high-quality economic development [1][3]. Group 1: Focus on Equity Buyback Issues - Equity buyback clauses are designed to address uncertainties and information asymmetry between investors and target companies during equity financing agreements [3]. - The buyback issue has become a hot topic in the primary market, with many startups facing financial and developmental pressures due to triggering buyback clauses, while private equity funds encounter difficulties in exiting [3][4]. - The notice encourages private equity and venture capital funds to adopt a long-term investment and value investment philosophy, enhancing their capabilities in value discovery, active management, and valuation pricing [3]. Group 2: Recommendations for Resolving Conflicts of Interest - The notice suggests four methods to resolve conflicts of interest, including adjusting buyback targets, extending buyback periods, lowering buyback interest rates, or terminating buyback agreements [2][6]. - A report indicated that over 80% of domestic private equity investment projects include buyback clauses, with the usage rate reaching as high as 90% in recent years [5]. - The exit environment has improved significantly this year, with a notable increase in exit cases, including 1,002 IPO exits and 352 merger exits in the first three quarters, reflecting a 37.8% and 84.3% year-on-year increase, respectively [5]. Group 3: Emphasis on Communication and Evaluation - The notice emphasizes the importance of communication between fund managers, investors, and buyback obligors when buyback conditions are triggered, considering external factors such as macroeconomic conditions and industry policies [5]. - Fund managers are advised to carefully evaluate the impact of exercising buyback rights on both the buyback obligors and the private equity fund industry [5].

Core Viewpoint - Huafa Co., Ltd. announced that its wholly-owned subsidiary, Zhuhai Huafa Real Estate Development Co., Ltd., acquired a 51% stake in Shenzhen Ronghua Investment Co., Ltd. from Sunac Cultural Tourism Group in January 2023 for 3.58 billion yuan, with a buyback option for Sunac by November 2025 [1][3] Group 1: Acquisition Details - The acquisition was completed in January 2023, allowing Huafa to gain 100% ownership of the project after the purchase [3] - The project, located in Bao'an District, Shenzhen, is known as the "Shenzhen Ice and Snow Cultural Tourism City," which includes the world's largest indoor ski resort and covers approximately 430,000 square meters [4] Group 2: Buyback Conditions - On November 21, 2025, Huafa received a notice from Sunac indicating its intention to exercise the buyback option but requested a renegotiation of the buyback terms, including method, timing, and price [1][2] - The buyback conditions require Sunac to secure financing approval or provide loans to the project company to clear existing debts within 30 working days after confirming the buyback [1] Group 3: Financial Implications - The uncertainty surrounding the buyback could disrupt Huafa's cash flow plans, with the original buyback price expected to be no less than 4 billion yuan, considering the acquisition cost and financing expenses [5] - Huafa's financial performance showed a revenue increase of 64% year-on-year to 51.75 billion yuan in the first three quarters of 2025, but net profit dropped by 92.3% to 102 million yuan [5]

证券日报网讯京东方A11月21日发布公告，在公司回答调研者提问时表示，少数股东股权收购为公司现 金流重点使用方向，尤其是在资本开支下降、现金流改善的背景下。上半年武汉10.5代线已进行了减 资，未来公司将根据经营情况和现金流情况，择机回购少数股东股权，具体进展请关注公司公告。 （文章来源：证券日报） ...

Core Viewpoint - The recent draft opinion from the Supreme People's Court addresses the increasing challenges of "betting and repurchase dilemmas" between investors and entrepreneurs in the primary market, aiming to clarify the rules surrounding equity repurchase agreements and their implications for both parties [1][2]. Group 1: Legal Framework and Regulations - The draft opinion introduces new clauses regarding the nature of investors' requests for equity repurchase, categorizing repurchase types into conditional repurchase, conditional and optional repurchase, and time-limited repurchase, providing standards for judicial adjudication [1]. - It standardizes litigation procedures by requiring the target company to be added as a third party in lawsuits involving equity repurchase, ensuring that judgments do not overlook non-monetary obligations [2]. - The draft also includes provisions for auctioning or selling equity if the repurchase obligor's assets are insufficient, allowing investors to recover their investments through the proceeds [2]. Group 2: Impact on VC/PE Institutions - The judicial interpretation aligns with existing industry practices, transforming customary practices into clear legal provisions, thus providing a legal basis for industry operations [3]. - Data indicates that equity repurchase remains a significant exit strategy for investment institutions, with 1,745 repurchase events occurring in the first ten months of 2025, a 17.46% decrease from the same period in 2024, while institutional participation as sellers increased significantly [3]. - Some venture capital firms are exploring more flexible repurchase terms, such as a "two-year assessment" mechanism, which triggers valuation adjustments if performance targets are not met [3]. Group 3: Innovative Solutions and Future Outlook - New cases have emerged where founders can replace equity through newly established companies, thereby exempting original repurchase obligations, which has been recognized by state-owned LPs [4]. - Investors express willingness to provide more leeway to entrepreneurs who demonstrate diligence and lack moral hazard, indicating a shift towards a more supportive investment environment [4]. - The long-term resolution of the betting and repurchase dilemma will depend on the venture capital industry's ability to balance risk control with innovation and inclusivity, which will be a central theme for future industry development [5].

Core Viewpoint - The "betting and repurchase dilemma" between investors and entrepreneurs in the primary market has become increasingly challenging, with new judicial interpretations expected to clarify rules regarding equity repurchase agreements and their implications for both parties [1][5]. Group 1: Judicial Interpretation and Regulations - The recent draft interpretation by the Supreme People's Court addresses frequent disputes over equity repurchase agreements, introducing specific rules for repurchase types, including conditional repurchase, conditional and optional repurchase, and time-limited repurchase [1][2]. - The draft also standardizes litigation procedures, requiring the target company to be added as a third party in lawsuits related to equity repurchase, ensuring that all relevant parties are included in the legal process [2]. - New provisions allow investors to request the auction or sale of shares if the repurchase obligation party lacks sufficient assets, enabling investors to recover their investments [2]. Group 2: Impact on VC/PE Institutions - The judicial interpretation aligns with existing industry practices, providing a legal framework for operations that were previously based on customary agreements [3]. - Data indicates that equity repurchase remains a significant exit strategy for investment institutions, with a reported 17.46% decrease in repurchase events in the first ten months of 2025 compared to the same period in 2024, although institutional participation has increased significantly [3]. - Some venture capital firms are exploring more flexible repurchase terms, such as a "two-year assessment" mechanism, which allows for valuation adjustments and potential repurchase if performance targets are not met [3][4]. Group 3: Innovative Solutions and Future Outlook - New models have emerged, such as replacing original repurchase obligations with equity from newly established companies by founders, which has received approval from state-owned LPs, alleviating pressure on entrepreneurs while preserving potential returns for investors [4]. - Investors express a willingness to provide more leeway to entrepreneurs who demonstrate diligence and lack moral hazard, indicating a shift towards a more supportive investment environment [4]. - The long-term resolution of the betting and repurchase dilemma will depend on the venture capital industry finding a balance between risk control and innovative flexibility, which will be a central theme for future industry development [5].

Core Viewpoint - Guangdong Jinma Amusement Co., Ltd. has completed the buyback of all shares of its subsidiary, Jinma Cultural Tourism Technology Co., Ltd., for a total amount of 60 million yuan, changing its status from a controlling subsidiary to a wholly-owned subsidiary [1][3]. Summary by Sections Buyback Overview - The company held meetings on September 29, 2025, where it approved the proposal to buy back shares from Zhongshan Zhongying Industrial Investment Co., Ltd. for 60 million yuan. Jinma Cultural Tourism Technology is one of the investment project implementation entities for the company's initial public offering [2]. Progress and Completion - Following board approval, the company signed a share buyback agreement with Zhongying Investment and paid the agreed buyback amount along with fixed returns. The necessary business registration changes have been completed, and the pledged shares provided for fulfilling the buyback obligations have been canceled. This buyback strengthens the company's control over Jinma Cultural Tourism Technology and optimizes its subsidiary's equity structure [3].

Core Viewpoint - The company New Alliance Electronics (002546.SZ) announced that its subsidiary Nanjing Tuochuang Energy Service Co., Ltd. will sell its entire stake in Yunnan Yaobangda Electric Power Engineering Co., Ltd. for a total price of 34.0584 million yuan, following a decision to reduce investment risks and improve capital efficiency [1]. Group 1 - The subsidiary Tuochuang Energy will no longer hold any equity in Yaobangda after the completion of the transaction [1]. - The initial investment in Yaobangda was aimed at expanding electricity service operations in Yunnan Province, but the business development did not meet expectations after several years of effort [1]. - The board of directors approved the transfer of the stake to mitigate investment risks [1].

Core Viewpoint - The company reported its Q3 2025 results, showing a revenue of 2.61 billion yuan for the first three quarters, a year-on-year increase of 16.3%, and a net profit attributable to shareholders of 230 million yuan, up 31.5% year-on-year. However, Q3 2025 saw a revenue of 697 million yuan, an 11.2% year-on-year increase, but a significant decline in net profit, indicating challenges in maintaining growth momentum [1][2]. Group 1: Financial Performance - For the first three quarters of 2025, the company achieved a revenue of 2.61 billion yuan, reflecting a year-on-year growth of 16.3% [1] - The net profit attributable to shareholders for the same period was 230 million yuan, representing a year-on-year increase of 31.5% [1] - In Q3 2025, the company reported a revenue of 697 million yuan, which is an 11.2% increase year-on-year, but the net profit dropped to 143 thousand yuan, a decline of 89.9% year-on-year [1] Group 2: Operational Insights - The rapid expansion phase of the company's network has ended, leading to a stabilization in revenue growth, with Q3 2025 showing a 3.8 percentage point decrease in growth rate compared to Q2 [1] - The company’s right-of-use assets reached 690 million yuan, a year-on-year increase of 14.1%, but the growth rate significantly slowed from 44.3% in Q2 2025 [1] Group 3: Cost and Profitability - The gross margin for Q3 2025 was 27.2%, down 12.6 percentage points year-on-year, attributed to the seasonal business downturn and increased fixed costs from expansion [2] - The company’s selling, administrative, and R&D expense ratios were 10.0%, 14.0%, and 1.1%, respectively, with selling expenses rising due to increased marketing and investment costs [2] - Excluding stock incentive costs, the adjusted net profit for Q3 2025 was 347 thousand yuan, down 86.0% year-on-year, indicating a significant decline in profitability [2] Group 4: Strategic Initiatives - The company continued its share repurchase program in Q3, buying back 2.4713 million shares for 125 million yuan, reflecting confidence in its development [2] - A total of 60 million yuan from the repurchased shares will be used for cancellation, while the remaining will support stock incentives, enhancing shareholder returns and talent motivation [2] - The company applied for a 1 billion yuan comprehensive credit line for its subsidiary to support business expansion, indicating proactive capital management [2] Group 5: Investment Outlook - As a leader in personalized education focusing on high school segments, the company is expected to benefit from demographic advantages and stable policies, with a recommendation to monitor its market share growth [3] - Projected net profits for 2025-2027 are estimated at 240 million yuan, 280 million yuan, and 310 million yuan, with corresponding price-to-earnings ratios of 23X, 19X, and 17X [3]