对赌协议作为一种投资工具,在美国、中国香港等国家和地区广泛适用并受到当地法律的认可和保护。最近几年,对赌协议作为外资私募股权融资中经常运用的投资工具,进入了中国内地并被频繁地使用于内地的投资活动中。伴随着蒙牛、国美等在私募股权融资中使用对赌协议而一战成名,国内很多企业在IPO前引入PE时,都签署了对赌协议。除了海外IPO,对赌协议涉及的公司也大量地成为国内A股的拟上市公司。但是,在中国目前的法律环境下,对赌协议的合法性至今没有得到明确承认。在实践操作中,中国证监会采取了模棱 Agreement on gambling as an investment tool, widely used in the United States, Hong Kong, China and other countries and regions and recognized by local laws and protection. In recent years, the agreement on gambling, as an investment tool frequently used in private equity financing of foreign capital, has entered the Mainland of China and been frequently used in investment activities in the Mainland. With the Mengniu, Gome and other private equity financing in the agreement on the use of gambling agreements fame, many domestic enterprises in the introduction of PE before the IPO, have signed the agreement on gambling. In addition to overseas IPOs, companies involved in gambling agreements have also become a large number of companies to be listed on the domestic A-shares. However, under the current legal environment in China, the legality of the agreement on gambling has not yet been clearly recognized. In practice, China Securities Regulatory Commission has taken the ambiguity