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 Insights - The Hong Kong stock market, once considered a backup option for VC/PE institutions, has become a popular choice for many, with almost every institution having initiated or planned IPO projects in Hong Kong this year [1] Group 1: Market Dynamics - The shift in attitude towards the Hong Kong market is driven by a profitable effect, indicating a change in perception among VC/PE institutions [1] - There are underlying concerns regarding the differentiation in exit strategies, suggesting that not all institutions may benefit equally from this trend [1] Group 2: Investment Strategy - VC/PE institutions are currently focused on carefully assessing the compatibility of their invested companies with the Hong Kong market [1] - There is an emphasis on seizing the current IPO window, highlighting the urgency and potential opportunities available in the market [1]

Core Insights - The IPO market for Chinese companies has shown signs of recovery in the first three quarters of 2025, with an increase in the number of IPOs supported by VC/PE institutions and a rise in average issuance returns [4][23]. VC/PE Supported IPO Performance - In the first three quarters of 2025, there were 102 IPOs supported by VC/PE institutions, involving 562 organizations, marking a year-on-year increase of 18.6% [6][13]. - The total financing amount for these IPOs reached approximately RMB 98.746 billion, reflecting an increase of 83.4% year-on-year [13]. - The average book value of shares held by VC/PE institutions in newly listed companies was about RMB 183.312 billion, up 93.8% year-on-year [6]. Market Penetration and Trends - The VC/PE penetration rate in the IPO market was approximately 63.4%, a decrease of 2.8 percentage points compared to the entire year of 2024, indicating a relatively low level [16]. - The penetration rate for A-shares was 73.1%, down 1.9 percentage points, while the overseas market's penetration rate was 54.2%, a decline of 2.6 percentage points [16]. Average Book Return - The average book return multiple for VC/PE supported IPOs was 3.58 times, with A-shares showing a return multiple of 3.30 times, which is higher than the overseas market's 3.79 times [20]. Conclusion - The first three quarters of 2025 have released positive signals for the Chinese IPO market, with a steady increase in new stock issuance and a growing trend of companies going public in Hong Kong [23]. - Despite the recovery signs, the overall penetration rate of VC/PE institutions remains low, and the number of IPOs is not expected to return to the peak levels of 2021 in the short to medium term [23].

Core Insights - The Hong Kong government is actively promoting the development of an international innovation and technology center, leading to a growing atmosphere for innovation and technology in the region [1] - Mainland VC/PE institutions are increasingly interested in establishing a presence in Hong Kong, driven by the supportive policies and the evolving innovation ecosystem [1][3] Group 1: Investment Trends - Many mainland VC/PE firms are planning to apply for licenses and set up funds in Hong Kong, indicating a strong interest in the local market [3][6] - Notable VC firms, such as Foton Capital and Chenyi Fund, have already established or are in the process of establishing operations in Hong Kong [3][6] - The Hong Kong government has introduced initiatives like the "Innovation and Technology Venture Fund" to attract investment and support the growth of the tech sector [6] Group 2: Market Opportunities - Hong Kong's innovation ecosystem is bolstered by its academic resources and government support, making it an attractive location for tech startups, particularly in AI, biotech, and fintech [6] - The increasing confidence among entrepreneurs has led to more tech teams choosing to establish their headquarters in Hong Kong, enhancing the local project pipeline [6] Group 3: Challenges and Considerations - Despite the enthusiasm, mainland VC/PE firms face challenges such as understanding local regulations, the time and cost of obtaining licenses, and the need for thorough market research [8] - There are concerns regarding fundraising and project sourcing, as the Hong Kong market tends to favor mature investments over early-stage tech investments [8] - Recommendations for firms looking to enter the Hong Kong market include conducting market research, understanding local investment practices, and preparing necessary materials for fundraising [8]

Core Insights - The article highlights the growing enthusiasm of mainland VC/PE institutions to establish operations in Hong Kong, driven by the local government's support for innovation and technology development [1][2][3]. Group 1: Investment Trends - Mainland VC/PE institutions are actively planning to apply for licenses and set up funds in Hong Kong, indicating a strategic shift towards the region [1][3]. - Notable VC firms, such as Foton Capital and Chenyi Fund, have already established or are in the process of establishing a presence in Hong Kong, reflecting a trend among top-tier VC institutions [3][6]. - The Hong Kong government has introduced various initiatives, including a government-guided fund, to attract investment and support the local innovation ecosystem [6]. Group 2: Market Opportunities - Hong Kong's market presents both opportunities and challenges for companies looking to expand internationally, with a complex global economic environment affecting pricing and financing [4][6]. - The local innovation landscape is bolstered by a growing number of tech projects, particularly in sectors like artificial intelligence, biotechnology, and fintech, which are attracting international entrepreneurial talent [6]. Group 3: Challenges and Considerations - Despite the enthusiasm, there are significant uncertainties regarding the qualifications for licensing, the duration and costs of the application process, and the flexibility of local funding [8]. - VC institutions face challenges in fundraising and project sourcing, as the Hong Kong market tends to favor mature equity investments, making early-stage tech investments more difficult [8]. - Recommendations for VC/PE institutions include conducting thorough market research, understanding local investment practices, and preparing necessary materials for fundraising [9].

Core Insights - The Hong Kong government is actively supporting the development of the technology and innovation sector, leading to a growing ecosystem that attracts capital, talent, and projects [1][4] - Mainland VC/PE institutions are increasingly interested in establishing a presence in Hong Kong, with many planning to apply for licenses and set up funds [2][4] Group 1: Investment Trends - Many mainland VC/PE firms are incorporating Hong Kong into their strategic plans, with some already applying for licenses and others conducting project assessments [2][4] - Notable VC firms, such as Foton Capital and Chenyi Fund, have established or are planning to establish operations in Hong Kong to leverage the local market [2][4] Group 2: Market Opportunities - The Hong Kong government has introduced various policies to support innovation, including the establishment of a government-guided fund with a maximum investment of 1.5 billion [4] - The local market is seeing an increase in technology projects, particularly in sectors like artificial intelligence, biotechnology, and fintech, driven by a resurgence in the capital market [4] Group 3: Challenges and Considerations - Despite the enthusiasm, mainland VC institutions face uncertainties regarding qualification requirements, licensing processes, and the flexibility of local fund usage [5] - There are challenges in fundraising and project sourcing, as the Hong Kong market tends to favor mature equity investments, making early-stage tech investments more difficult [6]

Core Insights - The Hong Kong government is actively supporting the development of the technology and innovation sector, leading to a growing ecosystem that attracts capital, talent, and projects [1][4] - Mainland VC/PE institutions are increasingly interested in establishing a presence in Hong Kong, with many planning to apply for licenses and set up funds [2][4] - The Hong Kong market presents both opportunities and challenges for companies looking to expand internationally, particularly in terms of regulatory differences and funding dynamics [3][4] Group 1: Investment Trends - Many mainland VC/PE firms are incorporating Hong Kong into their strategic plans, with several already applying for licenses or establishing funds [2][4] - Notable firms such as Foton Capital and Chenyi Fund have recently set up operations in Hong Kong, indicating a trend among leading VC institutions [2][4] - The Hong Kong government has introduced initiatives like the "Innovation and Technology Venture Fund" to attract investment and support the growth of the tech sector [4] Group 2: Market Dynamics - The Hong Kong market is characterized by a complex regulatory environment and a need for higher standards in corporate governance and information disclosure [3][5] - There is a growing pool of tech projects in Hong Kong, particularly in fields like artificial intelligence, biotechnology, and fintech, which are attracting interest from investors [4] - Despite the enthusiasm, challenges remain in fundraising and project sourcing, with many firms needing to navigate the local investment landscape effectively [5][6] Group 3: Strategic Recommendations - VC/PE firms are advised to conduct thorough market research and feasibility assessments before entering the Hong Kong market [6] - Understanding the investment logic and habits of local investors is crucial for successful fundraising efforts [6] - Preparing relevant materials in advance can enhance the efficiency of fundraising roadshows and investor engagements [6]