Taizhou Municipal Government's Industrial Fund Management Measures

 

Chapter I General Provisions

 

The first is to regulate and strengthen the operation and management of the Taizhou Municipal Government's industrial funds, and to give full play to the guidance and enlargement of the government's industrial funds. According to the "Notice of the Ministry of Finance on Printing and Distributing the" Interim Measures for the Administration of Government Investment Funds "(Financial Planning [2015 ] No. 210), "Guiding Opinions of the Ministry of Finance on Injecting Financial Funds into Government Investment Funds to Support Industrial Development" (Cai Jian [2015] No. 1062), and "Guiding Opinions of the Zhejiang Provincial Department of Finance on Regulating the Operation and Management of Government Industrial Funds" ( Zhecaiqi [2015] No. 70) "Notice of the Zhejiang Provincial Department of Finance on Printing and Distributing the Interim Measures for the Management of Investment Exit of the Zhejiang Provincial Government Industry Funds" (Zhecaiqi [2016] No. 93), and "Zhejiang Provincial Transformation and Upgrade Industry Fund Management Measures" (Zhecaiqi [2019] No. 4) and other relevant regulations, formulated these measures.

 

Article 2 The Taizhou Municipal Government Industrial Fund (hereinafter referred to as the Municipal Government Industrial Fund) is set up by the municipal government. Its purpose is to give play to the leverage of financial funds, realize the effective combination of government-led and market-oriented operations, and guide financial capital and social capital. Support the development of the city's real economy, and promote entrepreneurial innovation and industrial optimization and upgrading. Promote the gathering of high-quality capital, projects, technologies and talents outside the city in our city.

 

Article 3 The municipal government's industrial fund operates and manages in accordance with the principles of “focusing on strategic orientation, highlighting government guidance, adhering to market operation, and rationally preventing risks”, and fully implements the municipal party committee and municipal government development strategy.

 

Chapter II Fund Establishment and Fund Raising

 

Article 4 The municipal government's industrial fund shall be organized by the municipal government to take the lead in organizing and compiling plans for the establishment or capital increase of the industrial parent fund (see Annexes 1 and 2), and submit it to the municipal government for approval.

 

Article 5 The establishment of a municipal government industrial fund shall meet the following basic conditions:

 

1. The organizational structure has been basically determined, and the sponsor agreement (except sole proprietorship), fund constitution and commissioned operation agreement have been initialed;

 

2. Fund investors shall clarify their respective investment amounts according to the size of the fund, and promise to make the funds available in full and on time;

 

3. The fund must reach a certain size: the city government separately sets up an industrial fund, and the total size of the first phase is in principle not less than 1 billion yuan (RMB, the same applies hereinafter). To 2 billion yuan.

 

Article 6 Where the municipal government's industrial fund adopts a joint venture with the provincial, county (city, district) government to set up a government sub-fund, the capital contribution can be made in one installment or in installments, and stated in the company's articles of association or partnership agreement. If the investment funds are available in installments, the initial investment funds shall be no less than 40% of the total fund size, and the remaining funds may be provided in stages according to the operating conditions of the first available funds. The size of the fund can be expanded after approval.

 

Chapter III Organizational Structure

 

Article 7 The organization structure of the municipal government's industrial fund includes in principle three levels: the fund management committee (hereinafter referred to as the "fund management committee"), the fund legal person agency, and the fund management agency. Take responsibility. According to the actual operation needs of the fund, with the approval of the municipal government, the organizational structure of the municipal government's industrial fund can be determined accordingly according to its functional characteristics and operational management requirements.

 

Article 8 The main duties of the fund management committee: determine the development direction of the municipal government's industrial fund, be responsible for researching and determining the investment principles and investment requirements of the municipal government's industrial fund, and determine the fund's funds according to the national, provincial and municipal industrial orientation and related planning. Raise and increase capital plan, responsible for decision-making and coordination of theme fund formation, establishment of sub-funds, direct investment projects, major project investment, fund withdrawal and profitability, and other major matters, and review the fund's annual report.

 

Set up an office of the Fund Management Committee to be responsible for the daily work of the Fund Management Committee, implement the major decisions of the Fund Management Committee on fund development, organize the Fund Management Committee to review and make decisions, be responsible for the establishment of project investment plans, and coordinate fund operation and management In the case of problems, the organization will evaluate and evaluate the municipal government's industrial fund.

 

Article 9 The main duties of the financial department: perform the role of investor on behalf of the municipal government, authorize existing or newly established state-owned enterprises or legal entities to perform the role of investor (hereinafter referred to as "investor"), raise and implement financial investment funds, and take the lead Formulate municipal government industrial fund management measures; carry out financial supervision of the municipal government industrial fund, and be responsible for policy guidance and overall coordination.

 

Article 10 The main duties of the competent department of the industry are to be responsible for researching and putting forward the theme fund formation plan and project investment (directed fund, non-directed fund, direct investment project) plan around the city's economic and social development strategy and industrial policy guidance; regularly recommend major investment projects , Implement industry supervision and project docking services; participate in fund investment decisions, evaluate and evaluate investment projects, and propose rewards and penalties.

 

Article 11 The main responsibilities of the investor: responsible for setting up a fund legal person institution, hiring a fund management company, being responsible for supervising and guiding the fund management company, doing a good annual financial audit of the fund and assessing and evaluating the fund management company, and regularly reporting to the fund management committee The office reports the operation of the fund.

 

Article 12 The main duties of a fund legal person institution: The fund legal person institution shall, in accordance with the requirements of the "Company Law", establish a shareholder meeting, a board of directors and a supervisor (meeting), and shall not establish a daily operating agency. In accordance with the investment principles and investment requirements determined by the Fund Management Committee, organize the formulation of annual investment plans, strengthen the supervision and management of the daily operation of the fund, and sign entrusted management agreements with the employed fund management company.

 

Article 13 The main responsibilities of a fund management agency are to conduct due diligence on proposed projects and investment schemes and make investment recommendations; conduct investment negotiations, sign articles of association or partnership agreements, post-investment management, and funds in accordance with the investment schemes reviewed and determined by the Fund Management Committee. With regard to specific investment matters such as withdrawal, the fund's operation will be reported to the investor on a regular basis.

 

Article 14 The main duties of the fund supervision department: financial, state-owned assets, and auditing supervision departments shall, according to their respective duties, provide business guidance and policy supervision to the establishment, operation, and management of municipal government industrial funds.

 

Chapter IV Investment Principles and Requirements

 

Article 15 The municipal government's industrial fund focuses on the seven hundred billion-dollar industries, strategic emerging industries, scientific and technological innovation, rural revitalization, education and culture and other industrial fields, and makes timely adjustments in accordance with the strategic deployment of the municipal government. It is not allowed to invest in restricted industries such as high pollution, high energy consumption, and backward production capacity.

 

Article 16 The municipal government's industrial fund must abide by national laws and regulations and must not engage in the following businesses:

 

1. Investment in stocks (except for private placements by listed companies), futures, corporate bonds, trust products, insurance plans, and other financial derivatives;

 

2. Engage in guarantee, mortgage, real estate (including purchase of real estate for own use), entrusted loans and other businesses;

 

3. Provide sponsorship, donation and other expenses to any third party;

 

4. Absorb or disguise deposits, or provide loans and borrowings to any third party;

 

5. Make foreign investment with unlimited joint and several responsibilities;

 

6. Issuing trusts or collecting reasonable wealth products to raise funds;

 

Innovative businesses approved by the Fund Management Committee are not restricted by the above provisions, except those prohibited by laws and regulations.

 

Article 17 The sub-funds established in cooperation with the municipal government's industrial fund shall, in general, select professional institutions for operation and management through open methods, and the professional institutions selected shall meet the following basic conditions:

 

1. Established in accordance with the law in the territory of the People's Republic of China and registered with the relevant competent authority or industry self-regulatory organization, with a registered capital of not less than 10 million yuan, and no major violations of laws and regulations in the last 3 years

 

2. With a fixed place of business and software and hardware facilities suitable for its business, it shall raise funds from qualified investors who comply with the Interim Measures for the Supervision and Administration of Private Investment Funds (CSRC Order No. 105), etc .;

 

3. Possess rich investment management experience and good management performance, sound investment management and risk control processes, standardized project selection mechanism, and can provide value-added services such as entrepreneurship counseling and management consulting for invested companies;

 

4. At least 3 senior management personnel with more than 3 years of working experience in equity investment or equity investment fund management, and 3 or more successful cases of equity investment;

 

5. When submitting the cooperation plan, the professional institution must have obtained at least 30% of the total investment intention of the proposed sub-fund, and provide materials such as a letter of commitment from the investor.

 

If there are special requirements for a professional investment institution under trusteeship, the specific department of the proposal shall make clear the specific conditions, and openly select and engage with the society in conjunction with the fund legal person institution.

 

Chapter V Operation Mode

 

Article 18 The municipal government industrial fund generally initiates the formation of theme funds in the form of a parent fund. The industry competent department proposes a theme fund formation plan around the government's focus on key areas, combining policy guidance goals and the characteristics of the competent industry (see Annex 3). Implemented after approval by the management committee.

 

Article 19 The theme fund operates through the establishment of a "sub-fund" model. For a small number of major projects, it can also adopt the "direct investment" model for operation. At the same time, it is encouraged to actively explore a market-oriented operation model suitable for the actual development of the industry in the region.

 

Article 20 The "sub-fund" model refers to the establishment of a "directed fund" or "non-directed fund" by a municipal government industrial fund, a joint venture with a provincial, county (city, district) government, social capital, or participation in an existing fund through capital increase. "And other" sub-fund "model investment projects. Sub-funds established by the municipal government industrial fund in cooperation with county (city, district) governments. The proportion of capital contribution by the municipal government industrial fund shall not exceed 40% of the total capital contribution of the municipal and county governments; The proportion of capital contribution shall not exceed 30% of the size of the fund, and the total amount of funds invested by the sub-fund and other funds under its management to invest in urban projects shall not be less than the amount of government contributions.

 

1. "Directed funds" refer to sub-funds that are entrusted with professional investment institutions for operation and management, with specific major industrial projects in the city as investment targets. In the investment structure of the directional fund, the proportion of the social capital contribution of an independent third party that is not affiliated with the industrial project party is, in principle, not less than 20% of the size of the directional fund. After the approval of the fund management committee, particularly major projects may not be subject to the scale and investment established by this article Proportional limit.

 

2. "Non-directional funds" refer to sub-funds that are entrusted with professional investment institutions for operation management and invested in non-specific objects. In principle, the proportion of independent third party social capital contributions not related to the executive partner and fund manager shall not be less than 20% of the fund size. The competent department of the industry should specify the amount (multiple) of non-directed funds investing in projects in Taizhou in the theme fund scheme.

 

Article 21 The "direct investment" model can specifically take different forms of equity investment management, such as capital injection, direct equity participation, follow-up investment, and participation in private placements, according to different types of industrial funds and investment objects. The municipal government's industrial fund generally accounts for no more than 20% of the shares in direct investment projects, and is not the largest shareholder. If non-cash assets are included in the direct investment project investment, it must be evaluated by a qualified asset appraisal agency to reasonably determine the capital contribution ratio of the industrial fund.

 

Article 22 The investment period of the municipal government's industrial fund generally does not exceed 5 years, and the longest period of the "sub-fund" model does not exceed 10 years. If it is necessary to extend the investment period, according to the nature of the project, the original investment decision-making procedure of the project shall be submitted for approval. Ok.

 

Chapter VI Investment Management Procedures

 

Article 23 The general procedure for the municipal government's industrial fund investment decision-making is: project submission (collection), project preliminary review, project approval, due diligence, fund management committee review, publicity, organization and implementation, etc.

 

Article 24 The industry competent department shall, based on the policy objectives and the characteristics of the competent industry, solicit investment intentions from the county (city, district) government and society, and propose specific project investment plans to the Fund Management Committee Office.

 

Article 25 The Office of the Fund Management Committee conducts a preliminary review of the project investment plan proposed by the competent department of the industry. The project that meets the requirements shall be approved and submitted to the fund management institution to conduct due diligence to form an investment proposal. The investment model, investment period, investment Make specific suggestions on the amount, income distribution, profit-taking measures, exit methods, etc.

 

Article 26 The Office of the Fund Management Committee shall, in accordance with the project investment plan proposed by the competent department of the industry, combine the due diligence report and investment proposal submitted by the fund management agency, and submit it to the Fund Management Committee for review and decision. The fund management committee meeting is chaired by the director of the fund management committee or its authorized relevant personnel. If necessary, industry competent departments and external experts are invited to participate and provide professional opinions.

 

Article 27 The project investment plan that has been reviewed, approved, or approved shall be publicized in the Office of the Fund Management Committee and the relevant industry executive portal for 7 working days, except for those that involve state secrets or trade secrets. If there is no objection after the announcement, the fund management institution and the relevant partners shall draft the articles of association or partnership agreement, which shall be implemented after being officially signed.

 

Article 28 Six months after the project investment plan has been approved, and the relevant investment has not been signed by the charter or agreement, which prevents the implementation of the investment plan, the fund management institution shall report to the Office of the Fund Management Committee in a timely manner. Send the termination of investment, the Fund Management Committee Office to the Fund Management Committee for approval.

 

Chapter VII Fund Withdrawal

 

Article 29 The municipal government industrial fund investment project shall specify the specific withdrawal period, withdrawal conditions, and withdrawal method in the articles of association or partnership agreement. When the investment period or the agreed withdrawal conditions are reached, the investment shall be withdrawn in a timely manner and in accordance with the agreed manner. If it is necessary to withdraw in an unapproved manner, the industry competent authority shall propose an exit plan in accordance with the policy objectives and the actual situation of the project. After approval by the Fund Management Committee, the fund management agency shall handle the exit matters in accordance with the exit plan approved by the Fund Management Committee.

 

Article 30 The municipal government industrial fund exits mainly by means of equity transfer, stock reduction, shareholder repurchase, dissolution and liquidation. If asset evaluation is needed, a qualified asset evaluation agency should be hired for evaluation, and the results of the evaluation should be reported to the Office of the Fund Management Committee for the record. If the transferee is a wholly state-owned company or a wholly state-owned enterprise, the relevant equity (share) may be transferred after agreement with the fund management committee for approval; if the transferee is a non-state-owned wholly-owned company or a wholly state-owned enterprise, report to the fund After the approval of the management committee, it shall adopt the method of public listing in the legally established property right transaction institution in accordance with the relevant regulations on the management of state-owned property rights.

 

Article 31 If the “sub-fund” mode of operation is adopted, the fund management agency may not require other capital contributions in any of the following circumstances except when the fund management agency and the other funders agree on the withdrawal method in the fund constitution or partnership agreement People agree to opt out after submitting for approval in accordance with the investment project review and decision-making process:

 

1. More than 6 months after the signing of the articles of association or agreement, failing to complete the establishment or funding procedures in accordance with the prescribed procedures and time requirements;

 

2. The municipal government industrial fund has allocated the sub-fund account for more than one year, and the sub-fund has not actually contributed to the project;

 

3. The investment fields and stages of the sub-fund do not meet the original policy objectives;

 

4. Discover other exit situations that jeopardize fund safety or violate fund policy objectives.

 

Chapter VIII Expenses and Benefits

 

Article 32 According to the entrusted management agreement, the fund legal person institution shall, in principle, pay the entrusted management fee of the fund management company at a rate of 0.6% of the investment amount.

 

Article 33 Each capital contributor of the municipal government's industrial fund shall, in accordance with the principle of "benefit sharing and risk sharing", clearly stipulate the method of income treatment and loss burden. The principal and investment income attributable to the government at the time of exit shall be turned over to the financial department in a timely manner in accordance with relevant regulations, except that it is clearly agreed to continue to be used for the rolling use of investment funds. The losses of the fund shall be borne jointly by the funders, and the government shall assume limited liability within the limit of the amount of capital contributed.

 

Article 34 To better play the guiding role of government funding