Abstract: In recently years, the "Valuation Adjustment Mechanism" is a new financing model in Chinese capital market. However, for the domestic legal field it is also a new thing just same as for Chinese capital market, so the cases involving the " Valuation Adjustment Mechanism " especial refer to the effectiveness of the contract is appeared frequently. The Supreme People's Court has established two basic judgments about the validity of the " Valuation Adjustment Mechanism " on the retrial of the "Haifu Case". However, the judgments still have space to be discussed. At the same time, Many of the derivative issues have also been extended in the verdict, such as the application of the principle of "risk sharing" in such cases, although it is mentioned in the judgment, it was not been discussed. In addition to the state-owned enterprises on the contract has not been systematically analyzed, this thesis intends to discuss the above issues in detail. Key Words: Valuation Adjustment Mechanism, Capital Maintenance, Risk Sharing, State-owned Asset

“對賭協議”的效力探析——從“海富案”展開 摘要:“對賭協議”是近些年來我國資本市場上新興的一種融資模式。然而，其對於中國的資本市場是一樣新事物，對於國內的法律領域而言也同樣是新的，因此涉及“對賭協議”效力的案件也是頻頻出現。最高人民法院對“海富案”的再審判決確立了關於“對賭協議”效力的兩條基本審判準則，然而基本審判準則本身尚存在諸多可探討的內容，同時在“海富案”的再審判決書中也延伸出了很多衍生問題，如“風險共擔原則”在這類案件中的適用問題，雖在判決書中提到，但卻沒有展開討論。另外關於涉及國有企業對賭的一直以來也都沒有過系統的研究，本文擬針對上述問題進行詳細的討論。 關鍵字：對賭協議,資本維持,風險共擔,國資對賭