文/ 国枫律师事务所 李铃 当私募基金投资的股权回购条件触发后，若回购义务人（特别是控股股东）进入破产程序，投资人将陷 入诉讼程序与破产程序的双重法律博弈。司法实践中，控股股东常以管辖权异议拖延诉讼进程，继而通 过启动破产清算程序主张破产集中管辖，借此规避回购义务。本文以该类典型案例为切入点，深度剖析 股权回购纠纷与破产程序交叉适用中的法律困境，系统梳理程序应对策略与实体权利保护路径，为法学 研究提供实务视角的理论参考，同时为法律实务工作者处理此类纠纷、维护投资人合法权益提供具体操 作指引。 一、案例引入：股权回 购纠纷中破 产程序介入的程序拖延战术 某私募基金作为投资人对目标公司完成投资后，与目标公司控股股东及其两名关联方另行签署股权回购 协议，约定回购条件触发后，投资人有权要求回购义务人中的一方或多方承担连带回购责任。为了强化 履约保障，投资人另行要求控股股东关联方以土地使用权为回购义务的履行提供物权担保。看似完善的 私募金投资交易架构设计却最终没有抵过现实复杂的程序博弈。因股权回购条件被触发，投资人依据协 议约定向法院提起诉讼，主张控股股东及关联方承担股权回购责任。看似简单的股权回购纠纷却被一系 列精心 ...

Core Viewpoint - The ongoing legal disputes regarding the 1.488 billion yuan equity repurchase payment have created significant uncertainty for the company, impacting its financial structure and leading to the full provision for bad debts related to this investment [1][2][3]. Group 1: Legal Proceedings - The Beijing Haidian District People's Court has rejected the company's application to add Jiang Pengcheng as a defendant in the enforcement of the 1.488 billion yuan equity repurchase payment, causing further delays in the recovery process [2][3]. - The case has seen multiple terminations and restorations of enforcement proceedings since its initiation in late 2023, with the latest restoration occurring on July 9, 2025 [3]. - The company has not yet received written notification from the court regarding the restoration of enforcement and plans to continue pursuing legal avenues to advance the case [3]. Group 2: Financial Performance - The company expects a net loss of between 90 million yuan and 115 million yuan for the first half of 2025, although this represents a significant reduction in losses compared to 175 million yuan in the same period of 2024 [4]. - Despite a 10% year-on-year increase in revenue, the company has not managed to reverse its ongoing loss trend, with total revenue reported at 2.082 billion yuan in 2024, down 17.11% from the previous year [5][6]. - The company has been involved in multiple large-scale lawsuits, including a 1.6 billion yuan equity repurchase dispute with another entity, which adds to its financial strain [6]. Group 3: Debt and Cash Flow - As of the end of 2024, the company reported a net cash flow from operating activities of 365 million yuan, a year-on-year increase of 1074.84%, but still faces a high overall debt ratio of 68.79% [6]. - The company has a complex litigation landscape, with 33 other lawsuits and arbitrations totaling nearly 200 million yuan, which could further complicate its financial recovery [6].

Core Viewpoint - The investment of 1.6 billion yuan by Shenzhou High-Speed Rail Technology Co., Ltd. in Sanyang Railway may be a loss, as the company has won arbitration but is uncertain about recovering the investment amount [1][2]. Investment Details - In December 2019, Shenzhou High-Speed Rail invested 1.6 billion yuan to acquire a 13.25% stake in Yuhang Railway Development Co., Ltd. (Yuhang Company), which was expected to handle the operation and maintenance of the Sanyang Railway project [3][9]. - The investment was part of a broader plan to develop the Sanyang Railway, a key freight corridor in Central China, with a total investment exceeding 36 billion yuan [5][9]. Dispute and Arbitration - Due to underperformance of the investment, Shenzhou High-Speed Rail requested a buyback of its shares in August 2021, which was initially rejected by the counterparty [3][14]. - The arbitration result favored Shenzhou High-Speed Rail, but subsequent attempts to enforce the ruling faced obstacles, including a new application from Yuhang Company to not execute the arbitration decision [20][21]. Financial Impact - As of June 2025, Shenzhou High-Speed Rail reported a cumulative asset impairment loss of 1.426 billion yuan related to the Yuhang project [35]. - The company has experienced three consecutive years of losses, with a reported revenue of 2.082 billion yuan in 2024, a year-on-year decline of 17.11%, and a net loss of 545 million yuan [35]. Company Status - Yuhang Company is currently listed as a dishonest entity, with debts totaling 1.5 billion yuan and multiple enforcement actions against it [25][26]. - The company has faced significant operational difficulties, leading to high-interest borrowing and financial instability [30][31].

Core Viewpoint - The investment of 1.6 billion yuan by Shenzhou High-Speed Railway Technology Co., Ltd. in the Sanyang Railway project may be at risk of being unrecoverable despite winning arbitration against the involved parties [2][3]. Investment Details - In December 2019, Shenzhou High-Speed invested 1.6 billion yuan to acquire a 13.25% stake in Yuhang Railway Development Co., Ltd. (Yuhang Company) to undertake the operation and maintenance of the Sanyang Railway project [2][6]. - The investment was structured to be paid in three installments by the end of 2021, with Shenzhou High-Speed becoming the largest shareholder of Yuhang Company [6][7]. Dispute and Arbitration - Due to underperformance of the investment, Shenzhou High-Speed requested a buyback of the shares in August 2021, which was initially refused by the counterparty, leading to arbitration [3][8]. - The arbitration ruled in favor of Shenzhou High-Speed, but subsequent attempts to enforce the ruling have faced challenges, including a new application from Yuhang Company to not execute the arbitration decision [11][12]. Financial Implications - Shenzhou High-Speed projected significant revenue from the Sanyang Railway, estimating potential earnings of 4.2 billion yuan from various services over three years and an annual income of approximately 1.8 billion yuan post-operation [7][8]. - The company has recorded asset impairment losses totaling 1.426 billion yuan related to this investment, and has reported consecutive annual losses, with a revenue drop of 17.11% in 2024 [20]. Current Status of Yuhang Company - Yuhang Company is currently classified as a dishonest entity with debts amounting to 1.5 billion yuan, facing multiple enforcement actions from creditors [14][15]. - The company has been involved in high-interest borrowing, indicating severe financial distress and operational challenges [17][18].