Legal analysis: In general, the invested target enterprise itself cannot be the subject of share repurchase, but in practice, the actual controller (other shareholders or managers) of the target enterprise is generally the subject of share repurchase. The essential difference between share repurchase and capital borrowing should be analyzed from the perspectives of what the investment purpose is, whether there are actual transaction contents, whether there are risks, and whether there is a need for repurchase. Therefore, the "conditional" share repurchase clause has the actual transaction content (that is, the company's equity), and the investor's investment purpose is to make profits after the target company goes public or after the target company grows. After the investment, the result of share repurchase is not inevitable, but the procedure of share repurchase can only be started after certain conditions are met, and investors must also bear investment risks (such as the risk that the target company fails to go public successfully). Therefore, the "conditional" equity repurchase clause should not be regarded as inter-enterprise funds. As long as there is no other legal invalidity of the repurchase clause, it should be confirmed that it is legal and effective.

However, the term-attached share repurchase clause will inevitably lead to the result of share repurchase. The purpose of investment is only to obtain the interest income of the invested funds for a period of time. Equity transfer is only a means to obtain interest income, and investors do not have to bear any risks. Therefore, the "term-attached" equity repurchase clause is a diversion of funds, which is probably not protected by law under the existing legal framework.

Legal basis: Article 71 of the Company Law of People's Republic of China (PRC). Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.