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Haidian District Industry M&A Guiding Fund Management Regulations

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Haidian District Industry M&A Guiding Fund Management Regulations

 



 

 

Haiyuanfa [2015] No. 21

Chapter 1 General

The first one is to cultivate the development of strategic emerging industries in Haidian District, integrate international and domestic innovation resources, accelerate the integration of high-tech industries and industrial structure transformation, and promote the construction of national science and technology innovation centers, according to the “Accelerating the Cultivation and Development of Strategic Emerging Industries”. Decision" (Guo Fa [2010] No. 32), "Interim Measures for the Administration of Venture Capital Enterprises" (Decree No. 39 of the National Development and Reform Commission and other 10 ministries [2005]), and the Interim Measures for the Administration of Equity Venture Capital Investment Equity Investment Funds Jian Fa [2011] No. 668), "Notice on Promoting the Standardized Development of Equity Investment Enterprises" (Development and Reform Office Finance [2011] No. 2864), "Opinions on Further Optimizing the Merger and Reorganization of the Market Environment" (Guo Fa [2014] 〕 No. 14), Haidian District Support Measures for Promoting the Development of Key Industries (Haihang Regulations [2014] No. 10), and these rules are formulated.

Article 2 The Haidian District Industrial M&A Guiding Fund (hereinafter referred to as the M&A Guiding Fund) is established by the district government. The funds are mainly from the core areas of independent innovation and industrial development special funds.

Article 3 The establishment and operation of the M&A guidance fund follow the principles of guidance, indirectness and marketization.

Article 4 The use and management of the M&A guidance fund must comply with the relevant laws, regulations and financial accounting systems.

Chapter II Management of M&A Guiding Fund

Article 5 The M&A Guidance Fund shall establish an Investment Decision-making Committee (hereinafter referred to as the Investment Committee), which shall be in charge of the Deputy District Governor and the District Development and Reform Commission, the District Financial Office, the District Finance Bureau, the District State-owned Assets Supervision and Administration Commission, and the Haidian Park Management Committee (District Science and Technology Commission). ), District Economic and Trade Office, District Audit Bureau and other relevant departments of the government, may invite the District Supervision Bureau, relevant industry experts to attend the meeting. Major issues such as M&A guidance fund investment decisions are reviewed by the investment committee and submitted to the district government executive meeting or special meeting for decision-making. The main duties of the investment committee:

(1) Review the M&A guidance fund to support the industry direction and sub-sectors.

(2) The management agency of the M&A guiding fund is selected, and the management fee is paid according to the standard of 1.5-2% of the accumulated investment balance of the M&A guiding fund. The specific proportion is specified in the entrusted management agreement.

(3) Reviewing the cooperation plan for equity participation in M&A funds.

(4) Supervising the operation of the equity participation fund. Through the M&A guiding fund trustee management agency, the post-investment management of the share-based M&A funds will be supervised, and the operation of the M&A funds will be supervised.

(5) Examine the matters in the actual operation of the M&A guiding fund business that exceed the relevant provisions of the Implementation Rules.

The investment committee has an office set up in the Haidian Park Management Committee (District Science and Technology Commission). Responsible for supervising and guiding the daily work of M&A guidance funds.

Article 6 The district government entrusts the relevant agencies of the district to act as the nominal capital representative of the M&A guiding fund. The nominal capital contribution representative shall sign an entrusted management agreement with the entrusted management institution of the M&A guiding fund according to the entrustment of the district government; and exercise the M&A guidance fund investor's obligations and sign relevant legal documents according to the relevant resolutions of the district government.

Article 7 The entrusted management institution of the M&A guiding fund shall be specifically responsible for the daily work of the investment committee office, as well as the daily management of the M&A guiding fund industry direction, the formulation of foreign cooperation plans, and the withdrawal of recycling; and regularly submit the M&A guidance fund investment to the investment committee. Plan, operation and related financial documents, and submit the M&A guidance fund investment operation performance evaluation report at the end of each year.

Article 8 The M&A Guidance Fund strengthens industrial research and focuses on supporting and guiding various investment entities to participate in mobile Internet and next-generation Internet, navigation and location services, cloud computing, and integrated circuit design in accordance with the principle of “accurately positioning the industry and focusing on key technologies”. "6+1" strategic emerging industries such as bioengineering and new medicines, new materials, new energy and energy conservation and environmental protection, culture and technology integration, and domestic and overseas mergers and acquisitions of other potential advantageous industries in Haidian District.

Article 9 The review procedures for the M&A guidance fund cooperation institutions are as follows:

(1) Collection. The announcement of the solicitation is published dynamically, the industry direction and cooperation requirements are clarified, and the M&A fund management institution is selected.

(2) Evaluation. The entrusted management fund of the M&A guiding fund organizes the evaluation committees of relevant government departments, industry self-regulatory organizations and social experts to evaluate the investment and management plans; the entrusted management institution of the M&A guiding fund organizes lawyers and accountants to conduct due diligence on the cooperative institutions and issue due diligence Report and related cooperation proposals.

(3) The selection of the investment committee. The investment committee will review the results of the evaluation of investment cooperation and management plans, and may also conduct deliberation by consulting the opinions of the members of the investment committees.

(4) District government decision-making. The district government will hold a special meeting to make decisions on investment and management plans.

(5) Social publicity. The M&A guidance fund cooperation institution determined by the district government decision will be publicized in the relevant media.

Article 10 In order to ensure the safe operation of the M&A guiding fund, a commercial bank is determined as the custodian bank of the M&A guiding fund, which is responsible for the daily work of fund custody, disbursement, settlement, etc., and dynamically supervises the investment area, direction and proportion of the M&A guiding fund. The custodian bank regularly issues custody reports to the District Finance Bureau, Haidian Park Management Committee and the M&A Guidance Fund Trustee Management Organization. The custodian bank shall meet the following conditions:

(1) A national joint-stock commercial bank established at a time of more than five years;

(2) Having experience in investment fund custody;

(3) There is no gross negligence and a bad record imposed by the administrative authority or the judicial organ.

Chapter III Participation in M&A Fund Management

Article 11 Participation in M&A Funds

(1) Share-holding M&A funds are mainly initiated by industry leaders, industry alliances, industry associations, industrial investment institutions, professional mergers and acquisitions institutions and other entities as the main sponsors. The M&A guidance fund participates through the participation of the fund;

(2) The M&A guidance fund shall not participate in the share of the individual shareholding of 25%, and may jointly invest in the shareholding and acquisition fund jointly with the governments at all levels;

(3) The amount of capital contributed by a single investor of a share-based M&A fund shall not be less than 10 million yuan; the number of other funders other than government funders shall generally exceed 3 (inclusive), not exceeding 15 (inclusive);

(4) The duration of the share-based M&A fund shall not exceed 10 years in principle;

(5) Participating in the merger and acquisition fund to conduct industrial and commercial registration and tax registration in Haidian District;

(6) The main sponsors (partners), equity management fund management institutions, and custodian banks have been basically determined; other funders (partners) have basically implemented, and the funds are guaranteed to be fully and in full according to the agreement.

(VII) There are two main forms of foreign investment in joint-stock M&A funds: one is to acquire the equity of the target enterprise, obtain control of the enterprise, enhance the overall value of the enterprise through asset restructuring, improve the management level of the enterprise, and withdraw after a certain degree of development; One is that the fund invests in a high-quality enterprise that conforms to the industrial chain layout of the industry's leading enterprises. After cultivating and developing to a certain extent, the industry leader or industry-related enterprises will make acquisitions and realize the exit.

(8) In principle, the equity participation fund should invest not less than twice the capital contribution of the M&A guidance fund in the strategic emerging industries in Haidian District and the domestic and overseas quality enterprises related to the potential advantageous industries in Haidian District, and the enterprises must settle after accepting the investment. In Haidian District;

(9) Shareholding M&A funds follow the principle of “government guidance, market operation, standardized management, and encourage innovation”, operate independently according to market-oriented methods, operate independently, and assume responsibility for profits and losses.

Article 12 Participation in M&A Fund Management Organizations

(1) The equity management fund management institution has registered industrial and commercial registration and tax registration in Haidian District, with a registered capital of not less than RMB 10 million, strong capital raising ability, fixed business premises and software and hardware suitable for its business. Facilities, rich investment management experience and good management performance, sound investment management and risk control processes, standardized project selection mechanism and investment decision-making mechanism, can provide value-added services such as entrepreneurship counseling and management consulting for the invested enterprises;

(2) The number of full-time fund management personnel is not less than 5, and at least 2 core management personnel have more than 8 years of investment experience in the main investment industry of the equity participation fund;

(3) At least 3 successful cases of M&A investment;

(4) The equity management fund management institution or the main sponsor must be invested in the equity participation fund;

(5) The shareholding fund management institution and its staff members have not suffered bad records from the administrative authorities or judicial organs;

Article 13 Management fees and income distribution

(1) The M&A guidance fund shall, in principle, determine the annual management fee of the share-based M&A fund management institution according to the 1.5-2.5% of the capital contribution;

(2) The equity management fund management institution has the right to remunerate performance according to the general market allocation principle, that is, the investment income after the investment project recovers the principal, and the shareholding fund management institution can withdraw 20% as performance compensation.

(3) Setting up a step-based performance reward mechanism. The investment of the fund is in line with the industrial development strategy of Haidian District, and the investment amount of the M&A guiding fund can be obtained when the investment amount of the enterprise registered and taxed in Haidian District (including the enterprise introduced into Haidian District after the merger) reaches 2 times of the capital contribution of the M&A guiding fund. 10% of the incentives are given to the fund management institution; when the investment amount reaches 3 times, 15% of the proceeds from the M&A guidance fund can be awarded to the fund management institution; when the investment amount reaches 4 times, the M&A guidance fund can contribute 20% of the proceeds. % is awarded to the fund management agency.

Article 14 When a project invested by a M&A fund is withdrawn, it shall be preferentially transferred to a listed company or industry leader in Haidian District under the same conditions.

Article 15 A share-holding fund management institution may not raise other investment funds before completing the entrusted investment of 70% of the funds of the share-based M&A fund.

Article 16 The M&A Guidance Fund shall appoint an observer in the Investment Committee of the Equity M&A Fund. If the equity investment fund investment project does not meet the key supporting industry direction of Haidian District, the M&A Guidance Fund may exercise one-vote veto or have the right to choose not to contribute.

Article 17 The M&A Guidance Fund may formulate different policy support methods according to the characteristics of the investment projects of the equity participation fund to assist the project to be invested.

Article 18 A share-holding M&A fund shall not engage in the following businesses:

(1) Engaged in entrusted loans, real estate (including purchase of self-use real estate), guarantees and mortgages not related to mergers and acquisitions;

(2) investing in stocks, futures, corporate bonds, trust products, insurance plans and other financial derivatives not related to mergers and acquisitions;

(3) Providing sponsorship, donation, etc. to any third party;

(4) absorbing or disguising the deposit, or providing loans and funds to any third party;

(5) Carrying out foreign investment that bears unlimited joint and several liability;

(6) During the period of existence, the investment and recovery funds shall be used for foreign investment;

(7) Business prohibited by laws and regulations of other countries.

Chapter IV Fund Clearing and Exit

Article 19 After the end of the shareholding period of the equity participation fund, the funds of the M&A guiding fund shall be recovered to the escrow account in accordance with the articles of association or agreement.

If the equity participation fund fails to be liquidated normally, the equity of the M&A guiding fund shall be executed by the entrusted management institution of the M&A guiding fund on its behalf. In the case of a transferee, the decision of the investment committee will be submitted to the district government executive meeting or the special meeting for decision-making. Upon approval, the M&A Guiding Fund may agree to withdraw from the Equity M&A Fund, and the transfer price at the time of withdrawal shall be determined in accordance with the Articles of Association or Agreement.

The M&A guiding fund (including the principal and the formed income) withdrawn by means of transfer or fund clearing directly recovers the M&A guiding fund escrow account.

Article 20 The entrusted management institution of the M&A guiding fund shall stipulate in the articles of association or agreement through the nominal capital contribution representative and the share-holding M&A fund management institution that one of the following circumstances may occur: the M&A guiding fund may withdraw without the consent of other investors:

(1) After the fund plan is confirmed for more than one year, the share-holding fund management institution fails to complete the fund establishment or capital increase procedures in accordance with the prescribed procedures and time requirements;

(2) The M&A guiding fund contributes to the fund account for more than one year, and the share-holding fund management institution fails to conduct business according to the articles of association or agreement;

(3) The investment field and direction in the actual implementation process of the equity participation fund does not comply with the relevant provisions of these Rules;

(4) The equity participation fund has not been invested or invested in accordance with the articles of association or agreement;

(5) Other circumstances in which the equity participation in the M&A fund or its management institution violates laws, regulations or policies, resulting in the inability of the M&A guiding fund to invest.

Chapter V Supervision and Assessment

Article 21 The nominally funded representative shall entrust the entrusted management institution of the M&A guiding fund to send a representative of the investor to the share-holding M&A fund and exercise the power of supervision.

Article 22 When a share-holding M&A fund and a share-holding fund management institution or a share-holding M&A fund investor violates the equity participation fund agreement, the articles of association or the agreement, or the entrusted management agreement, the M&A guidance fund has the right to require the defaulting party to be no less than the original. The price repurchase of the equity or share of the equity-owned M&A fund held may be filed if necessary.

Article 23 The entrusted management institution and the nominal capital contribution representative of the M&A guidance fund shall formulate and strictly implement the investment process management, risk control measures, seal use approval and financial management systems to ensure the fund security of the M&A guidance fund.

Article 24 The Office of the Investment and Investment Commission of the M&A Fund shall entrust a third-party agency to periodically assess the performance of the M&A guidance fund's entrusted management institutions and the policy objectives, effects and investment performance of the M&A fund.

Article 25 The entrusted management institution of the M&A guiding fund shall conduct performance evaluation on the share-holding M&A fund and establish a credit evaluation system for the share-holding M&A fund.

Chapter VI Supplementary Provisions

Article 26 These rules shall be interpreted by the District Haidian Park Management Committee (District Science and Technology Commission).

Article 27 These Rules shall be implemented as of the date of promulgation.