On April 23, 2021, a themed salon titled "Discussion on Common Betting Terms and Typical Cases in Equity Mergers and Acquisitions" was successfully held at Guangdong Legal Shengbang Law Firm (hereinafter referred to as Legal Shengbang), prepared by the Legal Professional Committee for Mergers and Acquisitions of the Guangzhou Lawyers Association (hereinafter referred to as the Association). Lawyer Chen Siyuan, a partner of Legal Shengbang and a member of the Merger and Acquisition Committee of the Municipal Lawyers Association, served as the keynote speaker. Ms. Ma Xiaoyan, the director of the Merger and Acquisition Committee of the Municipal Lawyers Association, Mr. Li Le and Mr. Cai Ruobao, deputy directors, Ms. Wang Tian and Ms. Qiu Jianrong, members of the Merger and Acquisition Committee, Mr. Lan Rongfu, a supervisor of the Municipal Lawyers Association, and Mr. Lai Yukang, a managing partner of Legal Shengbang, attended as guests.

At the meeting, Lawyer Chen Siyuan elaborated on the basic concepts, legal basis and effectiveness, relevant cases, etc. of each gambling method, and provided multiple suggestions for practical operation. Investors usually agree on means of protecting their rights in gambling agreements. Subsequently, Lawyer Chen Siyuan provided in-depth explanations on some important methods commonly used in practice, including preferred shares, priority liquidation rights, anti dilution clauses, forced sales rights, repurchase rights and monetary compensation, and equity ratio adjustments.

The "gambling" of gambling agreements mainly includes three types: performance gambling, listing gambling, and corporate governance gambling. Performance indicators refer to whether the target company can achieve the promised performance during the agreed period. Listing betting refers to betting on whether the target company can go public within the agreed time frame, while investors' betting on corporate governance is rare, unless for strategic optimization considerations. Lawyer Chen Siyuan, based on his own practical experience, gave a thorough explanation of the design of various terms for gambling targets. He introduced two valuation indicators that investors value in practice, namely the P/E ratio and the return on equity (ROE). He introduced the specific calculation methods of common compensation indicators such as cash compensation amount, equity compensation ratio, and equity repurchase price, and provided professional practical guidance.

The salon preparation team summarized the changes in judicial practices regarding the determination of the effectiveness of various gambling agreements. Lawyer Chen Siyuan shared several typical gambling cases with the scene. Among them, the Haifu case clarified that the investor and the target company's shareholders or actual controllers were effective in gambling, but ineffective in gambling with the target company; The Huagong case recognized the effectiveness of gambling with the target company; The Hanlin case and the Hua'an case acknowledged the effectiveness of the target company providing guarantees for shareholders' gambling and relaxed the formal requirements. Finally, Lawyer Chen Siyuan proposed relevant opinions based on the latest provisions on ultra vires guarantees for legal representatives in the minutes of the Nine People's Congress.

During the discussion, participants actively discussed relevant issues and expressed their willingness to continue communication in the future. In addition, this event was broadcasted live to all members of the law association, with over a thousand members watching online, and the response was enthusiastic.