The relevant person in charge of the National Development and Reform Commission accepted an interview with reporters on the relevant issues of the Interim Measures for the Administration of Investment Enterprises.
Three restrictive clauses define venture capital.
Regarding how to define the two concepts of venture capital and venture capital enterprise, the person in charge pointed out that the Measures defined venture capital as an investment method of equity investment in venture enterprises, with a view to obtaining capital appreciation income mainly through equity transfer after the invested venture enterprises are mature or relatively mature. Among them, enterprises include growing enterprises in the process of creation and reconstruction, such as seed stage, initial stage, expansion stage and transition period before maturity, but mainly growing small and medium-sized enterprises, especially scientific and technological small and medium-sized enterprises.
At the same time, in order to clearly distinguish venture capital enterprises from other enterprises, the Measures have formulated a series of restrictive clauses in investment operation: First, by stipulating that venture capital enterprises' investment in enterprises is limited to unlisted enterprises, and other funds can only be deposited in banks, buying government bonds or other fixed-income securities, venture capital enterprises are prevented from engaging in securities investment, futures investment and other businesses, and their majors are guided to engage in equity investment in unlisted enterprises. Second, by stipulating that venture capital enterprises can only invest in equity or quasi-equity mode, they can only choose high-growth venture enterprises to invest in investment decision-making, so as to adapt to this high-risk investment mode. Thirdly, by putting forward the requirement of portfolio investment, it is stipulated that the investment of venture capital enterprises in a single enterprise should not exceed 20% of the total assets of venture capital enterprises, which makes the investment enterprises need to spread their funds to multiple enterprises, thus distinguishing them from investment holding companies.
Nine measures to construct protection mechanism
The formulation of "Measures" is to establish the legal basis of venture capital support mechanism, so the nine special legal protection measures for venture capital enterprises in "Measures" are particularly interesting. According to the person in charge, the special legal protection in nine aspects mainly includes: (1) stipulating the number of investors and the investment amount of a single investor, which provides a legal basis for venture capital enterprises to raise funds by private placement. (2) It is stipulated that venture capital enterprises established in the form of companies can entrust management consulting institutions as managers to take charge of their investment management business, and provide legal protection for the implementation of entrusted management. (3) It is stipulated that venture capital enterprises can implement the commitment capital system. If the promised paid-in capital is not less than 30 million yuan, the first paid-in capital is only100000 yuan, and the remaining capital can be replenished in the next five years. (4) It is stipulated that venture capital enterprises can invest abroad with all their assets. (5) It is stipulated that venture capital enterprises can invest in the form of equity, preferred stock and convertible preferred stock. (6) It is stipulated that venture capital enterprises should stipulate in advance the extraction method of management operating expenses or management consulting fees through articles of association, entrusted management agreements and other legal documents, so as to provide a legal basis for establishing a cost restraint mechanism. (7) It is stipulated that venture capital enterprises can extract a certain proportion from the realized investment income as performance rewards for managers or management consulting institutions, so as to provide legal basis for establishing performance incentive mechanism for managers. (8) It is stipulated that venture capital enterprises can set a limited duration in advance, and the duration can be liquidated, which is conducive to establishing a risk restraint mechanism for managers. (9) According to the exclusion clauses stipulated by the state in the General Principles of Loans, it is stipulated that investment enterprises can enhance their investment capacity through debt financing within the scope prescribed by law.
It is particularly noteworthy that in order to support venture capital enterprises, the Measures put forward three policies. 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. In addition to the timely launch of the Growth Enterprise Market, it is also necessary to develop a regional property rights trading market. Is one of them. The other two supporting policies are: stipulating that the state and local governments can set up venture capital guiding funds, support the establishment and development of investment enterprises through equity participation and financing guarantee, and clarify the tax support for venture capital enterprises.
Filing management is not an administrative license.
For some people, the filing management of venture capital enterprises in the Measures is mistaken for the administrative licensing system established by venture capital enterprises. The person in charge explained that in order to standardize the investment operation of venture capital enterprises, ensure the realization of policy support objectives, prevent some institutions that are not really engaged in venture capital from enjoying state policy support in the name of venture capital, and promote the development of venture capital enterprises to professional venture capital institutions, the Measures stipulate that investment enterprises wishing to apply for policy support shall be put on record afterwards.
The contents of filing management: First, review the filing conditions from the aspects of business scope, minimum capital and management team. Second, according to the investment restriction clauses stipulated in the Measures, necessary inspections shall be conducted on investment enterprises. Third, if the investment operation is not carried out according to the provisions of the Measures, it shall be ordered to make corrections within 30 working days; If it is not corrected, it shall be cancelled for the record.
The filing stipulated in the Interim Measures for the Administration of Venture Capital Enterprises shall not affect any citizen, legal person or other organization to engage in investment activities. Therefore, the filing stipulated in the Measures does not constitute an administrative license. ;