What does the lawyer mean by the gambling agreement?

Legal analysis: gambling agreement: gambling agreement is actually a form of option. By designing the terms, the gambling agreement can effectively protect the interests of investors. In the investment of foreign investment banks to domestic enterprises, the gambling agreement has been applied. Gambling agreement is an agreement when the acquirer (including the investor) and the transferor (including the financier) reach a merger (or financing) agreement. If the agreed conditions appear, the financing party can exercise a right; If the agreed conditions do not appear, investors exercise their rights. Therefore, the gambling agreement is actually a form of option. The gambling agreement was originally translated as "gambling agreement", or it has been used since it conforms to the national cultural image. But its literal translation means that "valuation adjustment mechanism" can better reflect its essential meaning, so the gambling agreement we hear every day has nothing to do with gambling.

Legal basis: Article 12 of the People's Republic of China (PRC) Company Law allows shareholders of a limited liability company to 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.