Abstract:According to the “9th Minutes of Meeting”, valuation adjustment mechanisms (VAMs) between investors and target companies are legal and valid unless there are statutory reasons for invalidity. However, there are still barriers to implementing equity repurchase under VAMs, such as the inappropriateness of the capital reduction procedure being a prerequisite, the difficulty in passing the capital reduction procedure, and the challenges in assessing the target company's ability to perform equity repurchase. To overcome these, it's suggested that at the legal provision level, the capital reduction procedure should be decoupled from equity repurchase, and the existence and amounts of VAMs should be disclosed and publicized. At the judicial practice level, the criteria and methods for assessing the target company's ability to fulfill equity repurchase obligations should be enriched. At the level of party autonomy, the equity repurchase clauses in VAMs should be improved to better balance the interests of all parties.