Article 1 In order to promote the development of venture capital enterprises, standardize their investment behavior and encourage them to invest in small and medium-sized enterprises, especially small and medium-sized high-tech enterprises, these Measures are formulated in accordance with the Company Law of People's Republic of China (PRC) and the Law of People's Republic of China (PRC) on the Promotion of Small and Medium-sized Enterprises.
Article 2 The term "venture capital enterprise" as mentioned in these Measures refers to an enterprise organization registered in People's Republic of China (PRC) and mainly engaged in venture capital.
The term "venture capital" as mentioned in the preceding paragraph refers to an investment method of making equity investment in venture enterprises in order to obtain capital appreciation income mainly through equity transfer after the invested venture enterprises are mature or relatively mature.
The term "start-up enterprises" as mentioned in the preceding paragraph refers to growth enterprises registered in People's Republic of China (PRC) and in the process of creation or reconstruction, but does not include enterprises that have been listed on the open market.
Article 3 The State shall conduct record keeping management for venture capital enterprises. All venture capital enterprises that have completed the filing procedures in accordance with the provisions of these Measures shall be subject to the supervision of the management department of venture capital enterprises, and those whose investment operations meet the relevant provisions may enjoy policy support. Venture capital enterprises that have not completed the filing procedures in accordance with the provisions of these Measures are not subject to the supervision of the management departments of venture capital enterprises and do not enjoy policy support.
Article 4 The filing management departments of venture capital enterprises are divided into the State Council filing management departments and provincial (including sub-provincial cities) filing management departments. The administrative department of the State Council is the National Development and Reform Commission; Provincial (including sub-provincial cities) management departments shall be determined by the people's government at the same level, and shall perform corresponding filing management duties after being reported to the State Council management department for the record, and accept the guidance of the State Council management department in the filing management business of venture capital enterprises.
Article 5 The Provisions on the Administration of Foreign-invested Venture Capital Enterprises shall apply to foreign-invested venture capital enterprises. Foreign-invested venture capital enterprises established according to law, whose investment and operation meet the relevant conditions, can enjoy the relevant policy support given to venture capital enterprises in these Measures.
Chapter II Establishment and Filing of Venture Capital Enterprises
Article 6 A venture capital enterprise may be established in the form of a limited liability company, a joint stock limited company or other enterprise organizations as prescribed by law.
A venture capital enterprise established in the form of a company may entrust other venture capital enterprises and venture capital management consulting enterprises as management consulting institutions to be responsible for their investment management business. The legal relationship between the principal and the agent is governed by the General Principles of the Civil Law of People's Republic of China (PRC), the Contract Law of People's Republic of China (PRC) and other relevant laws and regulations.
Article 7 To apply for the establishment of venture capital enterprises and venture capital management consulting enterprises, they shall directly register with the administrative department for industry and commerce according to law.
Article 8 A venture capital enterprise registered with the State Administration for Industry and Commerce shall apply to the the State Council Administration for Industry and Commerce for filing.
A venture capital enterprise registered in the administrative department for industry and commerce below the provincial level shall apply to the local administrative department for industry and commerce at the provincial level (including sub-provincial cities) for the record.
Article 9 A venture capital enterprise filing with the administrative department shall meet the following conditions:
(a) has been registered in the administrative department for Industry and commerce.
(2) The business scope conforms to the provisions of Article 12 of these Measures.
(3) The paid-in capital is not less than 30 million yuan, or the first paid-in capital is not less than 6.5438+million yuan, and all investors promise to make up the paid-in capital of not less than 30 million yuan within five years after registration.
(4) The number of investors shall not exceed 200. Among them, if a venture capital enterprise is established in the form of a limited liability company, the number of investors shall not exceed 50. The investment of a single investor in a venture capital enterprise shall not be less than RMB 1 10,000 yuan. All investors should contribute in cash.
(five) at least three senior managers with more than 2 years experience in venture capital or related business shall undertake investment management responsibilities. If other venture capital enterprises and venture capital management consulting enterprises are entrusted as management consulting institutions to take charge of their investment management business, the management consulting institutions shall have at least three senior managers with more than 2 years of venture capital or related business experience to undertake investment management responsibilities.
The term "senior managers" as mentioned in the preceding paragraph refers to managers who hold positions of deputy manager or above or equivalent positions.
Article 10 A venture capital enterprise shall submit the following documents when filing with the administrative department:
(a) the articles of association and other legal documents regulating the organizational procedures and behaviors of venture capital enterprises.
(2) Copies of industrial and commercial registration documents and business licenses.
(3) the list of investors, and the proof of the committed capital contribution and the paid-in capital contribution.
(4) The list and resumes of the senior managers.
Where a management consulting institution entrusts investment management business, it shall also submit the following documents:
(a) the articles of association of management consulting institutions and other legal documents regulating their organizational procedures and behaviors.
(two) a copy of the business registration documents and business license of the management consulting institution.
(3) The name list and resumes of the senior managers of the management consulting institution.
(4) Entrusted management agreement.
Article 11 After receiving the filing application of a venture capital enterprise, the administrative department shall, within 5 working days, review whether the filing application documents are complete and decide whether to accept the filing application. After accepting the filing application of venture capital enterprises, it shall, within 20 working days, examine whether the applicant meets the filing conditions and issue a written notice of "filing" or "not filing". For "not filing", the reasons shall be explained in the written notice.
Chapter III Investment Operation of Venture Capital Enterprises
Article 12 The business scope of a venture capital enterprise is limited to:
(1) Venture capital business.
(2) Acting as an agent for the venture capital business of other venture capital enterprises and other institutions or individuals.
(3) Venture capital consulting business.
(four) to provide entrepreneurial management services for entrepreneurial enterprises.
(five) to participate in the establishment of venture capital enterprises and venture capital management consulting institutions.
Thirteenth venture capital enterprises shall not engage in guarantee business and real estate business, except the purchase of self-use real estate.
Fourteenth venture capital enterprises can invest abroad with all their assets. Among them, the investment in enterprises is limited to unlisted enterprises. However, after the invested unlisted enterprise goes public, the untransferred part of the shares held by the venture capital enterprise and its allotment part are not subject to this restriction. Other funds can only be deposited in banks to buy government bonds or other fixed-income securities.
Article 15 After signing an investment agreement with the invested enterprise, a venture capital enterprise may invest in unlisted enterprises in the form of equity, preferred stock and convertible preferred stock.
Article 16 The investment of a venture capital enterprise in a single enterprise shall not exceed 20% of the total assets of the venture capital enterprise.
Seventeenth venture capital enterprises shall, in the articles of association, entrusted management agreement and other legal documents, clearly define the management operating expenses or management consulting fees of consulting institutions, and establish a management fee restraint mechanism.
Eighteenth venture capital enterprises can extract a certain proportion from the realized investment income as a performance reward for managers or management consulting institutions, and establish a performance incentive mechanism.
Nineteenth venture capital enterprises can set a limited period in advance, but the shortest period shall not be less than 7 years.
Twentieth venture capital enterprises can enhance their investment capacity through debt financing within the scope prescribed by law.
Twenty-first venture capital enterprises shall, in accordance with the provisions of the state on enterprise financial accounting system, establish and improve the internal financial management system and accounting methods.
Chapter IV Policy Support for Venture Capital Enterprises
Article 22 The state and local governments may set up venture capital guidance funds to support the establishment and development of venture capital enterprises through equity participation and financing guarantee. Specific management measures shall be formulated separately.
Article 23 The State shall use preferential tax policies to support the development of venture capital enterprises and guide them to increase their investment in small and medium-sized enterprises, especially small and medium-sized high-tech enterprises. The specific measures shall be formulated separately by the finance and taxation department of the State Council in conjunction with relevant departments.
Twenty-fourth venture capital enterprises can withdraw from the investment through the transfer of equity listing, the transfer of equity agreement, and the repurchase of the invested enterprise. Relevant state departments should actively promote the construction of a multi-level capital market system and improve the investment withdrawal mechanism of venture capital enterprises.
Chapter V Supervision of Venture Capital Enterprises
Twenty-fifth venture capital enterprises and their management consulting institutions that have been put on record by the management department shall conduct investment operations in accordance with the provisions of Chapter II and Chapter III of these Measures and accept the supervision of the management department.
Twenty-sixth venture capital enterprises and their management consulting institutions that have been put on record by the management department shall submit the annual financial report and business report audited by certified public accountants to the management department within 4 months after the end of each fiscal year, and report the major issues in the investment operation process in a timely manner.
The major events mentioned in the preceding paragraph refer to:
(1) Amending the Articles of Association and other important legal documents.
(2) Increase or decrease of capital.
(3) Separation and merger.
(four) change of senior management personnel or management consulting institutions.
(5) liquidation and liquidation.
Twenty-seventh management departments shall, within five months after the end of each fiscal year, conduct an annual inspection on whether venture capital enterprises and their management consulting institutions comply with the provisions of Chapter II and Chapter III. When necessary, the investment operation can be checked irregularly within the scope stipulated in the relevant provisions of Chapter II and Chapter III.
The management department shall order the personnel who fail to conduct investment operations in accordance with the provisions of Chapter II and Chapter III to make corrections within 30 working days; If it is not corrected, it shall be cancelled for filing, and its application for re-filing shall not be accepted within 3 years from the date of cancellation for filing.
Article 28 The administrative departments at the provincial level (including sub-provincial cities) shall promptly report the filing of venture capital enterprises in their respective jurisdictions to the administrative departments of the State Council, and report the investment and operation of venture capital enterprises that have been included in the filing management scope within six months after the end of each fiscal year.
Twenty-ninth the State Council administrative departments should strengthen the guidance to the provincial administrative departments (including sub-provincial cities). Those who fail to perform their management duties or are poorly managed should be advised to correct them; If adverse consequences are caused, it should be suggested that the relevant management personnel should be investigated for dereliction of duty.
Thirtieth venture capital industry association in accordance with these measures and relevant laws, regulations and rules, self-discipline management of venture capital enterprises, and safeguard their own rights and interests.
Chapter VI Supplementary Provisions
Article 31 These Measures shall be interpreted by the National Development and Reform Commission in conjunction with relevant departments.
Article 32 These Measures shall come into force as of March 6, 2006.