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Notice of Shanghai Municipal People's Government on Approving and Transmitting the Interim Procedures on Administration of Venture Capital Guiding Fund of Shanghai Made by Shanghai Municipal Development & Reform Commission and Shanghai Municipal Finance Bureau
（SMPG G [2010] No. 37）
all District and County People's Governments, and all relevant Commissions, Offices and Bureaus (Administrations) of the Municipal People's Government: The Interim Procedures on Administration of Venture Capital Guiding Fund of Shanghai made by Shanghai Municipal Development & Reform Commission and Shanghai Municipal Finance Bureau have been approved by the Municipal People's Government. We hereby transmit them to you and request you to implement them.
Shanghai Municipal People's Government
October 26, 2010
Interim Procedures on Administration of Venture Capital Guiding Fund
| | 上海市人民政府關于批轉市發展改革委市財政局制訂的《上海市創業投資引導基金管理暫行辦法》的通知
（滬府發〔2010〕37號）
各區、縣人民政府，市政府各委、辦、局：
市政府同意市發展改革委、市財政局制訂的《上海市創業投資引導基金管理暫行辦法》，現轉發給你們，請按照執行。
上海市人民政府
二○一○年十月二十六日
上海市創業投資引導基金管理暫行辦法
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Chapter I General Principles
| | 第一章 總則
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Article 1 With a view to normalizing the establishment and operation of Venture Capital Guiding Fund of Shanghai (hereinafter referred to as the VCGFSH), promoting the healthy and rapid development of the venture capital in Shanghai, greatly pushing ahead with independent innovation and industrialization of hi- and new technology, expediting the cultivation and development of strategic emergent industries, these Procedures are formulated in accordance with the Opinions of the State Council on Pushing Ahead with Expediting the Development of Modern Service Industries and Advanced Manufacturing in Shanghai to Build an International Financial Center and an International Shipping Center (SC G [2009] No. 19), the Notice Transmitted by the General Office of the State Council on the Guiding Opinions on the Normalized Establishment and Operation of the Venture Capital Guiding Fund Made by the Departments Including the Development Reform Commission (SC GO G [2008] No. 116), the Interim Procedures on the Administration of Venture Capital Enterprises (Decree No. 39 of the National Development and Reform Commission in 2005) and the spirit of the Notice of Several Opinions on Further Pushing Ahead with the Industrialization of Hi- and New Technology Printed and Issued by Shanghai Municipal Party Committee and Shanghai Municipal People's Government (SMPC GO [2009] No. 9), these Procedures are formulated.
| | 第一條 為規範設立和運作上海市創業投資引導基金（以下簡稱“引導基金”），促進上海創業投資健康快速發展，大力推進自主創新和高新技術產業化，加快培育和發展戰略性新興產業，根據《國務院關于推進上海加快發展現代服務業和先進制造業建設國際金融中心和國際航運中心的意見》（國發〔2009〕19號）、《國務院辦公廳轉發發展改革委等部門關于創業投資引導基金規範設立與運作指導意見的通知》（國辦發〔2008〕116號）、《創業投資企業管理暫行辦法》（國家發展改革委2005年第39號令）和《中共上海市委、上海市人民政府印發〈關于進一步推進科技創新加快高新技術產業化的若幹意見〉的通知》（滬委發〔2009〕9號）精神，制定本辦法。
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Article 2 The "VCGFSH" in these Procedures refers to the policy fund established by the Municipal People's Government and operated in accordance with the mode of the market principle. The VCGFSH primarily gives play to the lever scale effect of financial funds, guides the flow of private funds to key development industrial field in Shanghai, especially in strategic emergent industries, focuses on financing the venture capital enterprises in their early and medium development as being at seed and growth stages, and promotes the concentration of high-quality venture capital, projects, technology and talents in Shanghai.
| | 第二條 本辦法所稱引導基金，是指由市政府設立並按照市場化方式運作的政策性基金。引導基金主要是發揮財政資金的杠杆放大效應，引導民間資金投向上海重點發展的產業領域，特別是戰略性新興產業，並主要投資于處于種子期、成長期等創業早中期的創業企業，促進優質創業資本、項目、技術和人才向上海集聚。
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Article 3 These Procedures shall apply to the Municipal Venture Capital Guiding Fund and all other kinds of venture capital enterprises having filed a record with the venture capital records administrative department in accordance with the provisions of the Interim Procedures on Administration of Venture Capital Enterprises, and also issued the applications for the support of the VCGFSH.
| | 第三條 本辦法適用于本市創業投資引導基金，以及按照《創業投資企業管理暫行辦法》規定，在創業投資備案管理部門備案，並申請引導基金扶持的各類創業投資企業。
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Article 4 Venture Capital Guiding Fund of Shanghai with its English initials VCGFSH adopts an administrative system of separation of decision making, evaluation and routine management. The Board of Venture Capital Guiding Fund of Shanghai (hereinafter referred to as the VCGFSH) shall be established to guide the decision mechanism of funds and exercise functions and responsibilities of decision-making management. An office shall be set up under the Board of the VCGFSH in the Municipal Development & Reform Commission to take the responsibility of daily affairs. An Expert Evaluation Commission of VCGFSH shall be set up to take up evaluation on the operational schemes of VCGFSH. The VCGFSH shall be set up in a timely manner in the form of the institutional legal person, and Shanghai Capital Venture Co. Ltd. shall act as an entrusted administrative agency of the VCGFSH to take the responsibility for routine capital operation.
| | 第四條 上海市創業投資引導基金（英文名稱為Venture Capital Guiding Fund of Shanghai，英文縮寫為VCGFSH），采取決策、評審和日常管理相分離的管理體制。設立上海市創業投資引導基金（以下簡稱“引導基金”）理事會，為引導基金的決策機制，行使決策管理職責。引導基金理事會下設辦公室，設在市發展改革委，負責日常事務。成立獨立的引導基金專家評審委員會，對引導基金投資運作方案進行評審。引導基金適時以事業法人形式設立，暫由上海創業投資有限公司作為引導基金受托管理機構，負責日常投資運作。
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Chapter II The Scale and Capital Source of the VCGFSH
| | 第二章 引導基金的規模和資金來源
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Article 5 The main capital sources of the VCGFSH: 1. the special fund of this Municipality's key projects for the development of independent innovation and hi- and new technology industries; 2. different earning items of the operation of the VCGFSH; 3. funds donated free of expense by individuals, enterprises and social institutions; 4. other funds of all levels of government; and 5. other capital source.
| | 第五條 引導基金主要資金來源：
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Chapter III The Operational Principle and Mode of the VCGFSH
| | （一）本市自主創新和高新技術產業發展重大項目專項資金；
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Article 6 The VCGFSH follows the principle of “government guiding, market operation, scientific policy-making and risk precaution” to take up capital operation, positively attracts and gathers excellent venture capital enterprises and their administration groups to come to Shanghai for development, vigorously cultivates local venture capital administration groups, and gives priority to the support of the venture capital enterprises jointly set up by the State and this Municipality. All districts and counties are encouraged to establish the venture capital guiding fund in accordance with their actual circumstances.
| | （二）引導基金運行的各項收益；
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Article 7 The capital operation of the VCGFSH may adopt the modes of share venture capital enterprises and capital in trail, etc.. Other modes such as financing guarantee and so on may be adopted in accordance with actual requirements. Specific requirements are as follows: 1. The VCGFSH may invest venture capital enterprises by shares, yet shall not become first major shareholder. 2. The VCGFSH may follow venture capital enterprises to invest to venture enterprises, and the equity right formed shall be entrusted to the venture capital enterprise administration based on voting trust of joint venture. 3. The VSGFSH shall, in accordance with the relevant provisions of the State on the bonds financing of venture capital enterprises, provide financing guarantee support to the eligible venture capital enterprises in due time. 4. The value maintaining investment of idle funds (limited to purchases of national debts and bank deposit as well as the banking product in conformity with the relevant provisions of the State). 5. Other business approved by the board of the VCGFSH.
| | （三）個人、企業或社會機構無償捐贈的資金；
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Article 8 The VCGFSH shall attract social capital to jointly sponsor the establishment of venture capital enterprises, and the operational procedure is as follows: 1. Public collection. The office of the board of the VCGFSH shall release to society-wide the annual fund application directory in accordance with the annual capital arrangement scheme of the VCGFSH approved by the board of the VCGFSH, and the venture capital enterprises or administration groups that intend to cooperate with the VCGFSH shall make application in accordance with the requirements of directory. 2. Due diligence Investigating. The entrusted administrative agency of the VCGFSH shall have a due dilligence investigation on the documents and schemes of the applicants preliminarily screened, submit the report of due diligence investigation on the projects that intend to be cooperated with, and put forward investment proposals. 3. Experts evaluation. The experts appraisal and examination committee of the VCGFSH shall make stand-alone evaluation on the applied cooperative schemes and the report of due dilligence investigation submitted by venture capital enterprises, and also put forward evaluation suggestions and proposals. 4. Public notification by media. Upon the examination and verification of the office of the boards of the VCGFSH, the approved venture capital enterprise schemes that intend to be supported shall be made public by relevant media for 10 days, and for those schemes that are undisputed, their relevant materials shall be reported to the boards of the VCGFSH. 5. Final decision. The boards of the VCGFSH shall, in accordance with the evaluation results of experts appraisal and examination committee and actual circumstances, make final decision on the operational scheme of the VCGFSH.
| | （四）其他各級政府資金；
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Article 9 The VCGFSH shall make an investment in trail to the early-stage venture projects of venture capital enterprises or the projects in the industrial field which need governments give priority to supporting and encouraging, and the operational procedure is as follows: 1. Public collection. The office of the board of the VCGFSH shall release to society the annual investment in trail application directory in accordance with the annual capital arrangement scheme of the VCGFSH approved by the board of the VCGFSH. Those eligible venture capital enterprises shall, in accordance with the directory, apply for supporting schemes to the entrusted administrative agency of the VCGFSH. 2. Due dilligence investigation. The entrusted administrative agency of the VCGFSH shall have a due dilligence investigation on the reported application schemes of the eligible venture capital enterprises, and put forward suggestions for the investment in trail scheme of the VCGFSH. 3. Experts evaluation. The experts appraisal and examination committee of the VCGFSH shall make a stand-alone evaluation on the application schemes submitted by venture capital enterprises and the report of due dilligence investigation by the entrusted administrative agency of the VCGFSH, and put forward evaluation opinions. 4. Final decision. The board of the VCGFSH shall, in accordance with the evaluation results of experts appraisal and examination committee and actual circumstances, make final decision on the operational scheme of the VCGFSH.
| | （五）其他資金來源。
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Article 10 The VCGFSH may make investment to venture capital enterprises by modes like preferred stock or convertible preferred stock, etc.. The equity right formed by investment may, in accordance with the principles of public finance and the relevant regulations of the operation of the VCGFSH, withdraw by going public, equity right transfer, buyback of shareholder and bankruptcy liquidation, etc.
| | 第三章 引導基金的運作原則與方式
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Chapter IV The Supporting Object of the VCGFSH
| | 第六條 引導基金按照“政府引導、市場運作、科學決策、防範風險”的原則進行投資運作，積極吸引和集聚海內外優秀創業投資企業及其管理團隊來滬發展，大力培養本土創業投資管理團隊，優先配套支持國家和本市聯合組建的創業投資企業。鼓勵各區縣根據實際情況，設立創業投資引導基金。
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Article 11 The venture capital enterprises and their administration groups that apply for equity participation supporting of the VCGFSH shall have the qualifications thereinafter: 1. the fund scale of venture capital enterprise administration established by new equity participation shall be in principle not less than two hundred million yuan (the fund scale of venture capital enterprise administration mainly at the seed stage established by new equity participation shall be in principle not less than 1 hundred million yuan), in addition, all contribution of capital shall be in place within 3 years, during which the first fund in place shall not be less than 30 % of the lump sum, and all investors shall make contribution of capital in form of money; 2. the administration groups have professional integrity and the acquired investment achievements; 3. venture capital enterprises established by obtaining the support of VCGFSH shall file a record in the records administrative department of venture capital enterprises and accept its supervision and control; 4. mainly making an investment in the enterprises at seed stage or at early- or medium- venture stage in the industrial field supported and encouraged by government, and having particularly focus on special fields in investments; 5. the venture capital enterprises with equity participation of the VCGFSH shall give investment priority to the enterprises in Shanghai; and 6. being regulated in management and capital operation, following stringent investment decision-making procedures and having a risk controlling mechanism as well as a sound financial control system.
| | 第七條 引導基金投資運作可采用參股創業投資企業和跟進投資等方式。根據實際需要，還可采用融資擔保等其他方式。具體要求如下：
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Article 12 Any enterprise applying for investment in trail shall, besides accommodating the provisions of Clause 2 and 3 in Article 11 of these Procedures, also qualify the requirements thereinafter: 1. The object of the investment in trail shall only be limited to the industrial field mainly supported and encouraged in this Municipality (the office of the board of the VCGFSH shall release to the public the annual investment in trail application directory), and the venture enterprises at early- and medium- stages whose industrial registration and tax registration are undertaken in this Municipality. 2. Where the venture capital enterprise has already made choice of and not yet implemented the actual investment to the project applying for the investment in trail of the VCGFSH, the price of the investment in trail shall not be more than the investment price of the venture capital enterprise, and the amount of investment in trail applied for shall not exceed 50 % of the actual cash capital subscription; for the enterprise at seed stage, the amount of investment in trail shall not exceed 100 % of the actual cash capital subscription. 3. The venture capital enterprise that applies for the investment in trail shall not withdraw the stock ownership from the invested enterprise earlier than the VCGFSH. Chapter V The Decision-making and Administration of the VCGFSH
| | （一）引導基金可參股投資創業投資企業，但不能成為第一大股東。
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Article 13 The board of the VCGFSH takes responsibility for the Municipal People's Government, the municipal leader assigned to take charge of the task shall be appointed as the chairman and assistant chairman, the leader of the competent administrative department shall be appointed as the general secretary, and a leader from the Municipal Development & Reform Commission, the Municipal Economical Informatization Commission, the Municipal Business Affairs Commission, the Municipal Science and Technology Commission, the Municipal State-owned Assets Supervision and Administration Commission, the General Office of Municipal Finance and the Municipal Finance Bureau shall respectively be appointed as the director. The board of the VCGFSH shall, in accordance with the evaluation results made by the appraisal and examination committee, make decisions on the investment scheme of the VCGFSH and relevant major issues as well.
| | （二）引導基金可跟隨創業投資企業投資于創業企業，形成的股權委托共同投資的創業投資企業管理。
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Article 14 The main duties and responsibilities of the office of the board of the VCGFSH shall include: 1. organizing the meeting of the board of the VCGFSH; 2. releasing the annual application directory of the VCGFSH; 3. organizing the meeting of the experts appraisal and examination committee of the VCGFSH; 4. executing the resolutions of the board of the VCGFSH; and 5. undertaking other matters assigned by the boards.
| | （三）引導基金按照國家對創業投資企業債權融資有關規定，在適當的時候為符合條件的創業投資企業提供融資擔保支持。
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Article 15 The experts appraisal and examination committee of the VCGFSH shall take responsibility for the stand-alone evaluation on the investment project of the VCGFSH, so as to ensure the democracy and scientificalness of the decisions made by the VCGFSH. The appraisal and examination committee shall jointly consist of the experts from the relevant government departments, the trade association of venture capital and the society. Among which, experts from the trade association and the society shall not be less than half of the total. The personnel of the organization applying for the project shall not act as the member of the appraisal and examination committee to participate in the evaluation of their own project.
．．．．．． | | （四）閑置資金的保值性投資（僅限于購買國債和銀行存款及符合國家有關規定的金融產品）。
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