In order to standardize the operation and filing management of equity investment enterprises (including equity investment parent funds targeting equity investment enterprises) established in People's Republic of China (PRC) and promote the standardized development of equity investment enterprises, relevant matters are hereby notified as follows: 1. Standardize the establishment, fund raising and investment fields of equity investment enterprises (1) Establishment and management methods. An equity investment enterprise shall be established in accordance with the Company Law of People's Republic of China (PRC) and the Partnership Enterprise Law of People's Republic of China (PRC). Among them, equity investment enterprises established in the form of limited liability companies and joint stock limited companies can implement independent management by setting up internal management teams, or entrust assets to other equity investment enterprises or equity investment management enterprises by entrusted management. (2) Capital raising. The capital of equity investment enterprises can only be raised from specific qualified investors with risk identification and risk tolerance by private placement, and it is not allowed to be directly or indirectly promoted to unspecified or unqualified investors by publishing announcements in the media (including various websites), posting notices in the community, distributing leaflets to the society, sending mobile phone messages to the public or holding seminars and lectures (including putting the prospectus on the counters of commercial banks, securities companies, trust and investment companies, etc.). The investor of an equity investment enterprise shall fully disclose the investment risks and possible investment losses to investors, and shall not promise investors to recover the investment principal or get a fixed return. (3) Capital subscription. All investors of an equity investment enterprise can only subscribe for capital contribution with legal self-owned monetary funds. The capital contribution can adopt the commitment system, that is, the investor signs a commitment letter in the capital contribution stage of the equity investment enterprise, and pays the capital contribution in stages according to the articles of association or partnership agreement of the equity investment enterprise in the implementation stage of the investment operation of the equity investment enterprise. (4) restrictions on the number of investors. The number of investors in an equity investment enterprise shall comply with the provisions of the Company Law of People's Republic of China (PRC) and the Partnership Law of People's Republic of China (PRC). Investors are unincorporated institutions such as pooled fund trusts and partnerships. In addition to the investors being the parent fund of equity investment, it is also necessary to check whether the final natural person and legal person institution are qualified investors and calculate the total number of investors. (5) investment field. The investment field of equity investment enterprises is limited to non-publicly traded equity, and idle funds can only be deposited in banks or used to buy fixed-income investment products such as government bonds; The investment direction should conform to the national industrial policy, investment policy and macro-control policy. The projects invested by equity investment enterprises must fulfill the compliance management procedures for fixed assets investment projects. Foreign-invested equity investment enterprises shall go through the approval procedures for investment projects in accordance with the relevant provisions of the state. Second, improve the risk control mechanism of equity investment enterprises (VI) Investment risk control. The use of funds by an equity investment enterprise shall be based on the articles of association or partnership agreement of the equity investment enterprise, reasonably diversify the investment and reduce the investment risk. An equity investment enterprise shall not provide guarantee for enterprises other than the invested enterprise. When an equity investment enterprise invests in related parties, its investment decision-making should implement the related party avoidance system, which should be stipulated in the articles of association of the equity investment enterprise or in the partnership agreement, entrusted management agreement and entrusted custody agreement. The standards for identifying related parties shall be stipulated by the investors of equity investment enterprises in the articles of association or partnership agreement, entrusted management agreement and entrusted custody agreement of equity investment enterprises according to relevant laws and regulations. (7) Incentive and restraint mechanism. Legal documents such as the articles of association or partnership agreement of equity investment enterprises and their entrusted management institutions shall specify the performance incentive mechanism and risk restraint mechanism, and stipulate the decision-making procedures for relevant investment operations. An equity investment enterprise may agree on a time limit. (eight) to inspect and evaluate the entrusted management. An equity investment enterprise may, in accordance with the relevant provisions of the entrustment management agreement and other legal documents, regularly or irregularly inspect and evaluate the investment operation conducted by its entrusted management institution using the funds of the equity investment enterprise. (9) Asset custody. The assets of an equity investment enterprise shall be entrusted to an independent trustee. However, unless all investors agree to waive custody. If the entrusted management institution is a wholly foreign-owned enterprise or a Sino-foreign joint venture, the assets of the equity investment enterprise shall be managed by an independent custodian institution with legal personality in China. Three. Clarify the basic responsibilities of the equity investment management institution (10) The responsibilities of the entrusted management institution. If the equity investment enterprise adopts the mode of entrusted management, the entrusted management institution shall perform the following duties in accordance with the entrusted management agreement: (1) Formulate and implement the investment plan and conduct post-investment management for the invested enterprise. (2) Actively participate in formulating the development strategy of the invested enterprise and provide value-added services for the invested enterprise. (three) regularly or irregularly disclose information about the operation of the equity investment enterprise to the equity investment enterprise. Prepare accounting statements regularly and report them to equity investment enterprises after being audited by external audit institutions. (4) Other duties as stipulated in the entrustment management agreement. (1 1) Restrictions on conflicts of interest. The entrusted management institution of an equity investment enterprise shall treat the property of different equity investment enterprises it manages fairly, and shall not use the property of an equity investment enterprise to seek benefits for a third party other than the equity investment enterprise. Different accounts should be set up for different equity investment enterprises and separate account management should be implemented. (12) Resignation of the entrusted management institution. Under any of the following circumstances, the entrusted management institution of the equity investment enterprise shall resign: (1) The entrusted management institution is dissolved, bankrupt or its assets are taken over by the receiver. (two) the entrusted management institution loses its management ability or seriously damages the interests of investors in equity investment enterprises. (3) According to the entrustment management agreement, more than a certain proportion of investors holding equity investment enterprises request the entrusted management institution to resign. (4) Other circumstances in which the entrusted management institution retires as stipulated in the entrusted management agreement. Four. Establish an information disclosure system for equity investment enterprises (XIII) Submit an annual report. In addition to disclosing investment operation information to investors in accordance with the articles of association and partnership agreement, equity investment enterprises shall also submit annual operating reports and annual financial reports audited by accounting firms to the filing management department within 4 months after the end of each accounting year. The entrusted management institution and custodian institution of the equity investment enterprise shall submit the annual asset management report and the annual asset custody report to the filing management department within 4 months after the end of each fiscal year. (fourteen) immediate report of major events. In case of any of the following major events during the investment operation, the equity investment enterprise shall report to the record management department within 10 working days: (1) Amend the articles of association, partnership agreement and entrusted management agreement of the equity investment enterprise or its entrusted management institution. (two) equity investment enterprises or their entrusted management institutions to increase or decrease capital or debt financing. (three) the division and merger of the equity investment enterprise or its entrusted management institution. (4) Changes in the entrusted management institution or custodian institution, including changes in the senior management personnel of the entrusted management institution and other major changes. (5) The equity investment enterprise is dissolved, bankrupt or its assets are taken over by the receiver. V. Strengthening the filing management and industry self-discipline of equity investment enterprises (XV) Scope of filing management. Except for the following circumstances, the equity investment enterprise shall, in accordance with the requirements of this notice, apply to the corresponding administrative department for filing within 1 month after completing the industrial and commercial registration: (1) It has been filed as a venture capital enterprise in accordance with the Interim Measures for the Administration of Venture Capital Enterprises. (2) It is established by a single institution or a single natural person with full capital contribution, or by the same institution and its wholly-owned subsidiaries, and by multiple wholly-owned subsidiaries of the same institution. (sixteen) attached to the records of the entrusted management institution. Where an equity investment enterprise entrusts its assets to other equity investment enterprises or equity investment management enterprises in the form of entrusted management, its entrusted management institution shall apply for the attached filing and accept the filing management. (seventeen) the record management department. Equity investment enterprises whose capital scale (including the capital scale actually contributed by investors and the capital scale not actually contributed but committed) reaches 500 million yuan or the equivalent in foreign currency shall file with the National Development and Reform Commission (hereinafter referred to as the national record management department); An equity investment enterprise with a capital scale of less than 500 million yuan or its equivalent in foreign currency shall be put on record in the record management department determined by the provincial people's government (hereinafter referred to as the provincial record management department). (eighteen) the subject of the application for filing. If the equity investment enterprise adopts the self-operated mode, the equity investment enterprise shall be responsible for applying for filing procedures; Where an equity investment enterprise adopts the mode of entrusted management, the entrusted management institution shall be responsible for handling the filing formalities. (nineteen) the procedures for applying to the national archives management department. When an equity investment enterprise applies to the national filing management department for filing, the applicant shall send the relevant filing materials to the provincial filing management department where the equity investment enterprise is located for preliminary examination. The provincial filing management department shall, within 20 working days after receiving the filing application of the equity investment enterprise, issue a preliminary examination opinion to the national filing management department for the equity investment enterprise with complete filing documents and materials. The national filing management department shall, within 20 working days after receiving the filing application and preliminary examination opinions of equity investment enterprises forwarded by the provincial filing management department, make an announcement on the list and basic information of equity investment enterprises without objection, and complete the filing procedures of equity investment enterprises. (twenty) the procedures for applying for the record to the provincial record management department. The equity investment enterprise shall apply to the local provincial filing management department for filing, and the provincial filing management department shall publish its list and basic information through the portal of the provincial filing management department within 20 working days after receiving the filing application of the equity investment enterprise, and complete the filing procedures of the equity investment enterprise. (twenty-one) the documents and materials that should be submitted to apply for the filing of equity investment enterprises. When applying for filing, an equity investment enterprise shall submit the following documents and materials: (1) Application for filing of equity investment enterprise. (2) A copy of the business license of the equity investment enterprise. (3) A capital statement of the equity investment enterprise. (4) Articles of association or partnership agreement of the equity investment enterprise. (5) Commitment letter of capital contribution signed by all investors. (6) The capital verification report of the capital verification institution on the actual capital contribution of all investors. (7) A statement by the promoters on whether the funds raised by the equity investment enterprise are legal and compliant. (8) Resume certification materials of senior managers of equity investment enterprises. (9) entrustment agreement. If all investors unanimously agree to be exempted from custody, they shall provide a letter of consent signed by all investors to be exempted from custody. (10) Legal opinions issued by law firms on documents and materials involved in filing. If the equity investment enterprise adopts the mode of entrusted management, it shall also submit the entrusted management agreement signed between the equity investment enterprise and the entrusted management institution. (twenty-two) the documents and materials that should be submitted by the entrusted management institution of the enterprise applying for equity investment. When an equity investment enterprise entrusts a management institution to apply for additional filing, it shall submit the following documents and materials: (1) A copy of the business license of the entrusted management institution. (two) the articles of association or partnership agreement of the entrusted management institution. (3) A list of shareholders (partners) of the entrusted management institution and a brief introduction. (4) Resume certification materials of all senior managers. (5) Development and performance of equity investment management business. (twenty-three) the definition and requirements of senior management. The senior management mentioned in this Notice refers to the directors, supervisors, managers, deputy managers, financial officers, secretaries of the board of directors and other personnel agreed in the articles of association of the enterprise as a legal person, as well as the general partners of the partnership enterprise and other personnel agreed in the partnership agreement. Where the general partner of a partnership enterprise is a legal person or an unincorporated institution, the senior managers of the institution shall be regarded as senior managers together. At least 3 senior managers have more than 2 years experience in equity investment or related business. (twenty-four) apply for cancellation of the record. An equity investment enterprise may apply for cancellation of registration under any of the following circumstances: (1) dissolution. (2) The main business is no longer equity investment business. (three) in accordance with the "Interim Measures" for the administration of venture capital enterprises for the record as a venture capital enterprise. (25) supervision and management. The filing management department strengthens the supervision and management of equity investment enterprises by establishing and improving the filing management information system, social notification, regular and irregular inspections and announcements. The equity investment enterprise that has completed the filing and its entrusted management institution shall, within 5 months after the end of each fiscal year, conduct an annual inspection on whether it complies with the relevant provisions of this Notice. When necessary, we can learn about its operation and management through letters, telephone inquiries, visits, on-site inspections and off-site monitoring. (twenty-six) to evade the punishment of filing supervision. If the filing management department finds that the equity investment enterprise and its entrusted management institution have not filed, it shall urge them to apply to the management department for filing procedures within 20 working days; Those who fail to file within the time limit shall be regarded as "the entrusted management institution that evades the filing supervision of equity investment enterprises" and announced to the public through the portal website of the filing management department. (twenty-seven) penalties for irregular operations. If the operation management does not conform to the provisions of this notice, it shall be urged to correct it within 6 months; Those who fail to make corrections within the time limit shall be regarded as "equity investment enterprises with irregular management and entrusted management institutions with irregular management" and announced to the public through the portal website of the filing management department. (twenty-eight) industry self-discipline. Establish a national equity investment industry association to conduct self-discipline management of equity investment enterprises and their entrusted management institutions in accordance with relevant laws and regulations and this notice. (29) implementation. This notice shall come into force as of the date of promulgation. Equity investment enterprises established before the implementation of this notice and their entrusted management institutions shall, within 3 months after the promulgation of this notice, file with the filing management department in accordance with the relevant provisions of this notice; If the investment operation does not conform to the provisions of this notice, it shall be rectified in accordance with the relevant provisions of this notice within 6 months after the issuance of this notice. General Office of National Development and Reform Commission 20 1 1 year 1 1 month 23rd