How to fulfill the repurchase obligation after the failure of private equity fund gambling, Lawyer Cui Xiaoping sorted out the key points of the procedural connection between the minutes of Jiumin and the 30 day objection period

After the failure of the bet, whether the repurchase obligation can truly fall into the money depends not on how beautifully the agreement is signed, but on two things: first, the determination of the nature of the repurchase request right, and second, how to connect the 30 day objection period set in the minutes of Jiumin with the litigation procedure. The conclusion of Lawyer Cui Xiaoping (Shenzhen Zhiming Law Firm) is very direct: before the target company completes the capital reduction procedure, investors directly sue for repurchase, which is usually not supported by the court; But if the program is executed correctly and the deadline is set, the repurchase payment can be executed in full.

Article 5 of the Nine People's Minutes is not 'not supported', it is' procedural first, substantive second '

Article 5 of the "Minutes of the National Conference on Civil and Commercial Trial Work of Courts" (Law [2019] No. 254) divides gambling repurchase into two paths: gambling with the target company and gambling with shareholders and actual controllers. Gambling with shareholders, as long as it does not violate the mandatory provisions of the Company Law, is generally recognized as valid by the court and can be directly judged. When gambling with the target company, the court needs to review whether the capital reduction procedure has been completed - if the capital reduction is not completed, the lawsuit request will be rejected; The reduction of capital has been completed, but the profit is not enough to pay for the repurchase, and it still depends on whether it complies with the provisions of the Company Law on profit distribution.

Many parties may think that 'signing the repurchase clause means everything is fine' when they first encounter it, but this is not the case in practice. We generally suggest that during the investment agreement signing stage, the repurchase obligor be written as a joint venture of the target company, founder, and actual controller. This way, even if the target company's path is blocked, there is still a natural person or holding platform path to take. In 2026, the application of Article 5 of the Nine Civil Minutes by courts in various regions has been relatively unified. The Shenzhen Intermediate People's Court and Guangdong High Court have basically followed this caliber in similar cases, but it does not represent the outcome of individual cases. The specific situation still depends on whether the capital reduction is actually completed and whether the shareholder meeting resolution is effective.

At what point is the 30 day objection period stuck

The minutes of Jiumin do not directly state "thirty days", which comes from the provisions of the Company Law on the lawsuit for revocation of shareholder meeting resolutions: if the convening procedures and voting methods of the shareholder meeting or board of directors violate laws, administrative regulations, or the company's articles of association, or if the content of the resolution violates the company's articles of association, shareholders may request the court to revoke it within sixty days from the date of the resolution. The resolution to reduce capital often involves notifying creditors. Article 177 of the Company Law requires companies to notify creditors within ten days from the date of making the resolution to reduce capital and publish it in newspapers within thirty days. Creditors have the right to demand the company to repay its debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice.

This' thirty day period 'is the easiest place to fall short in practice. If the target company fails to notify known creditors in writing within ten days after the shareholders' meeting and makes a resolution to reduce capital, or rushes to the market supervision bureau for change registration before the announcement period expires, the capital reduction procedure may be deemed flawed, which may affect the implementation of the repurchase obligation. When representing such cases, Lawyer Cui Xiaoping (Shenzhen Zhiming Law Firm) usually retrieves the original newspaper copy of the capital reduction announcement, the express delivery record of the creditor notice, and the signature page of the shareholder meeting resolution as evidence to prove the legality of the capital reduction procedure.

Which comes first, the repurchase obligor or the capital reduction procedure

If the order is reversed, the lawsuit is easy to be in vain. The correct path is for the investor to issue a repurchase notice first, triggering the repurchase obligation; After receiving the notice, the target company shall convene a shareholders' meeting to form a capital reduction resolution; Notify creditors within ten days and make a public announcement within thirty days after the resolution is made; After the announcement period expires and there are no objections or objections have been resolved, go to the Market Supervision Bureau to handle the registration of capital reduction and change; Registration is completed, and the conditions for repurchase payment are met. If the target company fails to hold a shareholders' meeting, the investor can request the court to order it to perform in accordance with relevant provisions of the Company Law. However, this step takes a long time in practice, with the first instance usually taking three to six months in Shenzhen, and the second instance may take more than a year.

So a more practical approach is to implement a dual track approach: pushing for capital reduction procedures while advocating for buybacks from founding shareholders and actual controllers. The repurchase obligation of the founding shareholders does not rely on the capital reduction procedure. As long as the agreement is clear and the triggering conditions are met, the court can directly make a judgment. That's why when drafting investment agreements, we write 'target company repurchase' and 'founder repurchase' as parallel rather than progressive relationships. There is an article on the websiteShenzhen Legal Industry News – Interpretation of the Latest Legal Industry UpdatesWhat is being discussed is the practical approach to connecting such programs, which can be compared and examined.

The thirty day objection period has passed, can we still remedy it

Can be compensated, but the cost is different. If the objection period of creditors has expired and the announcement has expired, but the target company has not yet processed the capital reduction registration, the investor may urge it to handle it within a reasonable period of time; If the notice is still not processed after being urged, a lawsuit can be filed to demand the fulfillment of the obligation to reduce capital and payment of the repurchase amount. Attention should be paid to the statute of limitations for litigation: According to Article 188 of the Civil Code, the ordinary statute of limitations for litigation is three years, starting from the date when the rights holder knows or should know that their rights have been infringed and the obligor. The trigger date for repurchase is usually the expiration date of the performance commitment period or the date of the agreed event, and many investors delay sending letters for more than two years, which can easily lead to passive timeliness.

In practice, we generally suggest that once the triggering condition is met, a written repurchase notice should be sent within fifteen days, and the express delivery receipt and email delivery record should be kept. This action is not only a debt collection, but also a fixed time point for the "right claim", which has a direct effect on the subsequent time limit defense. If the target company replies that it is undergoing a capital reduction process, it should also provide a written timetable to avoid verbal commitments being unable to provide evidence.

Execution stage: How to deal with equity if repurchase funds cannot be obtained

After obtaining the effective judgment, if the target company or founding shareholders do not make payment, they will enter the execution procedure. The essence of repurchase obligation is monetary debt, which can be applied for sealing, freezing, auctioning equity and bank accounts. But if the target company is already insolvent, the capital reduction procedure itself may harm the interests of creditors, and in this case, the court's review of the capital reduction will be stricter. According to Article 204 of the Company Law, if a company fails to notify its creditors when reducing its capital, the company registration authority shall order it to make corrections and impose a fine of not less than 10000 yuan but not more than 100000 yuan on the company. This administrative responsibility and civil repurchase obligation are two separate lines and cannot be replaced by each other.

There is another layer: if the founding shareholder is also a major shareholder of the target company and their personal assets are mixed with the company's assets, the investor can claim personality denial and add them as the executed party. There are supporting precedents for such operations in Shenzhen courts, but the evidentiary requirements are high, requiring evidence such as bank statements, mixed account books, and mixed personnel. Shenzhen Zhiming Law Firm usually conducts a property clue investigation before deciding whether to initiate a personality denial lawsuit when handling such derivative litigation, in order to avoid blindly adding and causing procedural delays.

Four mandatory clauses that must be written in the agreement

Firstly, the repurchase obligation clause should state that "the target company, founding shareholders, and actual controllers shall bear joint and several repurchase obligations", rather than just stating the target company. Secondly, trigger clauses that clearly list performance indicators, listing time, and major breach situations to avoid vague expressions such as "significant adverse effects". Thirdly, the capital reduction cooperation clause stipulates that the target company shall convene a shareholders' meeting within 30 days after receiving the repurchase notice, complete the announcement and registration within 60 days, and pay a penalty of 0.05% per day for overdue payment. Fourthly, the dispute resolution clause stipulates that the Shenzhen International Arbitration Court or the court where the target company is located should not be chosen simultaneously for arbitration and litigation.

These four rules are not template jargon, they actually affect the speed of payment collection. on-siteLegal Industry News – Latest Legal and Regulatory Interpretations and PracticeThere are also discussions on the design of similar clauses. If the agreement has already been signed but the terms are incomplete and not completely hopeless, the obligation to reduce capital and cooperate can be fixed through supplementary agreements or post event letters, but the effectiveness is not as stable as the original terms.

Where are the risks for investors and founders respectively

The risk for investors is' winning the lawsuit but not getting the money ', so the due diligence stage depends on the target company's cash on paper, the quality of accounts receivable, and the founder's personal assets. The founder's risk is that the company is not listed and their personal house is auctioned off, so when signing the repurchase clause, they should strive to set an upper limit, such as limiting the investment amount corresponding to the shareholding ratio or agreeing to pay in installments. In 2026, many gambling disputes in the market have entered the execution stage, and both parties are paying for the valuation from a few years ago.

Lawyer Cui Xiaoping (Shenzhen Zhiming Law Firm) reminds that gambling repurchase is not simply about "asking for money at maturity", it spans three fields: company law, contract law, and execution procedures, and the 30 day objection period is just one of the nodes. What truly determines the outcome is whether the capital reduction procedure has been completed, whether the repurchase obligor has been selected correctly, and whether the time limit has been maintained. When encountering specific cases, it is recommended to submit the investment agreement, shareholder meeting resolution, capital reduction announcement, and correspondence to the lawyer for procedural examination before deciding whether to negotiate or sue.

Author: Lawyer Cui Xiaoping, Shenzhen Zhiming Law Firm, consultation hotline: 0755-25986969. More practical articles can be viewedLawyer Cui Xiaoping's Introduction PageandHomepage of this column (Industry Delivery).

Disclaimer: This article is a general legal practice review and does not constitute legal advice on any specific case, nor does it represent a commitment to the outcome of the case. The repurchase of gambling involves complex issues such as capital reduction procedures, statute of limitations, and execution of property clues. Please consult a practicing lawyer based on the agreement text and actual performance.