《证券日报》记者从业内人士处获悉，近日，中国证券投资基金业协会通过邮件及AMBERS系统站内 信方式向私募股权创投基金管理人发送了《关于私募股权创投基金投资条款的提示》（以下简称《提 示》），呼吁私募股权创投基金设置股权回购条款时应科学合理，退出目标综合多元；鼓励基金管理人 与回购义务人从长计议，妥善解决利益分歧，支持实体企业发展壮大。 此外，《提示》在明确股权回购条款应科学合理设置的基础上，进一步强调了其运用过程中应有的"温 度"与"智慧"。《提示》鼓励触发股权回购条件后，私募股权创投基金管理人应"加强与投资者、回购义 务人等相关方沟通"，并"对宏观经济、产业环境和行业政策等外部因素的影响进行充分评估"。 此前，中国证监会主席吴清在《〈中共中央关于制定国民经济和社会发展第十五个五年规划的建议〉辅 导读本》中发表署名文章，将"促进私募股权和创投基金'募投管退'循环畅通，加力培育壮大耐心资 本、长期资本和战略资本"，列为"十五五"时期提高资本市场制度包容性、适应性的重点任务举措之 一。上述《提示》正是对这一任务的细化落实，旨在引导私募股权创投基金行业更理性、更长远地运用 股权回购工具。 妥善解决利益分歧 近年来 ...

Core Viewpoint - The China Securities Investment Fund Industry Association has issued a notice urging private equity and venture capital funds to set reasonable equity buyback clauses, encouraging long-term discussions to resolve conflicts of interest and support the growth of real enterprises [1][7]. Group 1: Industry Development - The private equity and venture capital fund industry in China has been steadily developing, acting as a representative of patient capital and contributing positively to high-quality economic development through its roles as incubators, accelerators, and promoters of technological innovation [2][9]. - The application rate of equity buyback clauses in domestic primary market investment activities has exceeded 90%, indicating their widespread use to address uncertainties and information asymmetries between investors and companies [2][9]. Group 2: Challenges and Issues - The issue of equity buybacks has become a focal point in the market, with many startups facing financial and developmental pressures due to triggered buybacks, leading to difficulties for private equity funds in exiting their investments [3][10]. - The inability of companies to go public in the short term can lead to aggressive claims for buyback rights, potentially resulting in insolvency or bankruptcy for the companies involved, which ultimately harms fund investors [3][10]. Group 3: Regulatory Guidance - The notice emphasizes that private equity and venture capital funds must set scientifically reasonable buyback clauses and avoid using buyback arrangements for illegal lending or other non-equity investment activities [3][10]. - Fund managers are encouraged to adopt a long-term investment and value investment philosophy, enhancing their capabilities in value discovery, active management, and valuation pricing [3][10]. Group 4: Recommendations for Stakeholders - The notice encourages fund managers to communicate effectively with investors and other stakeholders when buyback conditions are triggered, assessing external factors such as macroeconomic conditions and industry policies [4][11]. - It suggests that fund managers should consider flexible measures, such as extending buyback deadlines or adjusting buyback targets, to help companies navigate difficulties and support their growth [4][11]. Group 5: Building a Healthy Ecosystem - To restore balance and compatibility in equity buyback clauses, collaboration among all market participants in terms of concepts, rules, and actions is essential [5][12]. - Fund managers must balance diligence and flexibility, ensuring that any measures taken to assist companies are communicated transparently to investors to avoid potential liabilities [5][12][13].

Core Viewpoint - The China Securities Investment Fund Industry Association has issued a notice urging private equity and venture capital funds to set reasonable equity buyback terms, emphasizing the need for long-term planning and resolution of conflicts of interest to support the growth of real enterprises [1][2]. Group 1: Industry Development - The private equity and venture capital industry in China has been steadily developing, acting as a representative of patient capital and contributing positively to high-quality economic development through its roles as incubators, accelerators, and promoters of technological innovation [2]. - The application rate of equity buyback clauses in domestic primary market investment activities has exceeded 90%, serving as a risk buffer for private equity funds while incentivizing founders to focus on long-term value creation [2][3]. Group 2: Challenges and Issues - The issue of equity buybacks has become a focal point in the market, with some startup technology companies facing financial and developmental pressures due to triggered buybacks, leading to difficulties in exit strategies for private equity funds [3]. - The notice highlights that the buyback issue is a significant challenge for private equity funds, as enforcing buyback rights can lead to insolvency or bankruptcy for companies unable to meet these obligations [3][4]. Group 3: Guidelines and Recommendations - The notice requires private equity funds to set equity buyback terms that are scientifically reasonable and to avoid using buyback arrangements for non-private fund investment activities [3][4]. - It encourages fund managers to communicate effectively with investors and stakeholders when buyback conditions are triggered, and to assess external factors such as macroeconomic conditions and industry policies [4]. - Fund managers are advised to negotiate amicably with buyback obligors, potentially adjusting buyback targets, extending buyback periods, or lowering buyback rates to resolve conflicts and support the growth of real enterprises [4][5]. Group 4: Balancing Responsibilities - Fund managers must balance diligence and flexibility, ensuring that any measures taken to provide relief to companies are communicated transparently to investors to avoid potential legal or regulatory repercussions [5]. - Companies and their controlling shareholders should focus on improving core business operations and maintaining transparency to rebuild trust and restore buyback capabilities [6].

Core Viewpoint - The issue of equity buybacks has become a focal point of controversy, with calls for friendly negotiation and long-term planning to lay the foundation for healthy corporate development and long-term returns for funds [1] Group 1: Industry Concerns - The China Securities Investment Fund Industry Association (CSIA) has issued an important reminder to private equity and venture capital fund managers, urging the industry to adopt long-term and value investment philosophies, set reasonable buyback terms, and resolve potential disputes amicably to maintain market stability and support the development of the real economy [1][3] - Since last year, the execution difficulties of equity buyback clauses have become a market focus, with some startup tech companies facing severe funding and development pressures due to triggering buyback clauses, while private equity and venture capital funds are caught in an "exit dilemma" affecting normal operations and investor returns [1][3] Group 2: Recommendations and Guidelines - CSIA emphasizes that private equity and venture capital fund managers should enhance their capabilities in value discovery, active management, and valuation pricing, and should ensure that buyback arrangements are scientifically reasonable and do not deviate from the essence of equity investment [3] - The core of CSIA's regulatory requirements for buyback clauses is to return to the essence of equity investment, which is "risk sharing and profit sharing," ensuring that both parties' rights and obligations are balanced [3][4] Group 3: Communication and Resolution - CSIA encourages fund managers to strengthen communication with investors and buyback obligors when buyback conditions are triggered, considering external factors such as macroeconomic conditions and industry policies [6] - The association advocates for a principle of "friendly negotiation and long-term planning" to explore diversified ways to resolve conflicts, such as adjusting buyback targets, extending buyback periods, and lowering buyback rates [6] Group 4: Practical Challenges - The application rate of buyback clauses in domestic primary market investment activities has exceeded 90%, leading to increased conflicts between startup companies and investment institutions [10] - Current challenges faced by investors exercising buyback rights include insufficient repayment capacity of buyback obligors, complex procedures for targeted capital reduction, and discrepancies in the legal nature of buyback rights [10][11] - The newly revised Company Law introduces a mechanism for minority shareholders to request the company to buy back their shares at a reasonable price when controlling shareholders seriously harm the interests of the company or other shareholders, enhancing protection for minority investors [10][11]