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Pilot Work Measures for the Implementation (on Trial) of Establishing Private

|2015-2-16 18:21| 查看: 105| 评论: 0

摘要: Pilot Work Measures for the Implementation (on Trial) of Establishing Private Equity Investment Fund for Introducing Overseas Agency Investors in Kashgar Economic Development Zone Chapter I General R ...

Pilot Work Measures for the Implementation (on Trial) of Establishing Private Equity Investment Fund for Introducing Overseas Agency Investors in Kashgar Economic Development Zone<?xml:namespace prefix = "o" ns = "urn:schemas-microsoft-com:office:office" />

 

Chapter I General Rules

Article I. The implementation measure is hereby formulated to implement The Opinions of the State Council on Boosting Xinjiang Great-leap-forward Development and Lasting Political Stability (ZF2010No.9), Some Opinions of State Council on Supporting the Development of Kashgar Horgos Economic Development Zone (GF2011No.33) , the opinions jointly released by People's Bank of China as well as China Banking Regulatory Commission,  China Securities Regulatory Commission and China Insurance Regulatory Commission on supporting the development of Kashgar Horgos economic development zone financially (YF[2012] No.239),and to promote the industry development of private equity investment in Kashgar economic development zone and regulate the establishment and operation of overseas agency investors, in accordance with  Company Law of the Peoples Republic of China, The Partnership Enterprise Law of the People's Republic of China and relevant laws and regulations related to foreign investment, the implementation measure is formulated.

Article II The offshore institutional investors mentioned in the measure refer to those who are established by sponsorship or participation by approved pilot units of offshore institutional investors in Kashgar economic development zone (hereinafter referred to as Development Zone), and take the investments from domestic primary market business, development zone urban infrastructure development, unlisted enterprise stock rights, all kinds of private equity fund, creditor's rights, income rights and the industries within the scope of non-forbidden contents of  Catalog of Foreign-funded Industries Guidance as major investment business, and conform to the relevant requirements related to this measure.

The private equity investment fund established by the offshore institutional investors mentioned in the measure refers to private equity investment fund established by sponsorship or participation by offshore institutional investors according to law in Development Zone and regards the Offshore RMB as domestic investment fund and compliant withthe relevant requirements of this measure.

Article III The offshore institutional investors adopting limited partnership organizational form can be the general partners or limited partners of private equity investment fund established by sponsorship or participation in Development Zone and contributing with the Offshore RMB as the investment fund of private equity investment fund.

The foreign institutional investor pilot institution and the approved RMB investment limites are led by Development Zone Finance Service Office (hereinafter referred to “Finance Office) and the Development Zone Developmental Reform and Economic Promotion Bureau (hereinafter referred to “Development and Promotion Bureau”), Development Zone Bureau of Finance (hereinafter referred to as “Bureau of Finance”), Industrial and Commercial Administration Department in Charge holding the right of jurisdiction to the Development Zone(hereinafter referred to as “Industrial and Commercial Bureau”), Kashgar Central Sub-branch of People's Bank of China and other departments are taken as approving authorities for specific businesses.

Article IV The Development Zone Management Committee establishes the Foreign Institutional Investor Pilot Work Joint Conference (hereinafter referred to as “Joint Conference”), which is convened by the Management Committee and composed of Finance Office, Development and Promotion Bureau, Bureau of Finance, Industrial and Commercial Bureau Kashgar Central Sub-branch of People's Bank of China and China Banking Regulatory Commission in Kashgar Prefecture, etc.

Under the guidance of relevant superior departments, the joint conference is in charge of organizing relevant authoritis to formulate nd implement  each policy and measure, promote the related pilot work of offshore institutional investors and concertedly resolve the related issues arising from the pilot work. The conference office is set up in the Finance Office.

The Finance Office is responsible for the daily operation of the joint conference; other members of the joint conference are responsible for boosting the related pilot work of offshore institutional investors based on their own responsibilities.

Article V The Finance Office is the business supervisor department of offshore institutional investors, whose responsibilities are as follows:

 (I) Be responsible for addressing the offshore institutional investors pilot application and organizing the approval and examination;

(II) Be responsible for issuing the review comments established by the offshore institutional investors;

(III) Be responsible for the organizing and obtaining permission of record management of pilot offshore institutional investors;

(IV) Be responsible for organizing and formulating the supportive policies related to the offshore institutional investors and coordinate the relevant departments to implement the supporting measures.

Article VI The offshore institutional investors shall abide by the relevant laws and regulations of China and the domestic investment shall comply with the policy requirements of Catalog of Foreign-funded Industries Guidance.

Chapter II The Offshore institutional investors

 Article VII The offshore institutional investors as limited partnersLPto participate in the investment of private equity investment fund in Development Zone or as general partners GP to establish the private equity investment fund by sponsorship in Development Zone, which can work on the following businesses:

(I) Domestic primary market business, development zone urban infrastructure development, unlisted enterprise stock rights, all kinds of private equity fund, creditor's rights and income rights;

(II) The related industries within the scope of non-forbidden contents of Catalog of Foreign-funded Industries Guidance;

(III)Other relevant industries approved by approving authorities or registration authorities.

Article VIII Inparticipating in the establishment of equity investment enterprises, the offshore institutional investors shall comply with the related policies to carry out the fund-raising activities and cannot violate the current laws and regulations as well as the national relevant policies.

Article XI The offshore institutional investors can establish the private equity investment fund and private equity investment fund management company by sponsorship in Development Zone, being the general partner of private equity investment fund; or can be the united general partner with other domestic and offshore institutional investors, being the foreign limited partner at the same time, with each foreign institutional investor owning at least one foreign limited partner; the offshore institutional investors can also make a direct investment in the launched private equity fund in Development Zone, being the foreign limited partners. The foreign limited partners shall possess qualified investment experience and the investment amount meeting the requirements.

The currency used to investment by the offshore institutional investors shall be the Offshore RMB, or the profits in RMB obtained within the territory of China or the legal earnings in RMB by transferring shares, liquidation and other activities; the Chinese investors shall make investment with RMB.

Article X To establish the private equity investment funds in Development Zone, the offshore institutional investors shall obey the following procedures:

 

MSubmit an application to the Finance Office and the Finance Office should give written review opinions within 5 working days upon receipt of all application documents;

Upon receipt of  the industrial and commercial registration and application document as well as the written review comments from the Finance Office, the Industrial and Commercial Bureau shall finish the relevant industrial and commercial registration formalities based on the legal procedures and legal shedules.

 (III) The offshore institutional investors shall timely address the foreign exchange registration, checking of account opening and other foreign exchange management issues in virtue of industrial and commercial registration material, etc. to Kashgar central branch of People's Bank of China.

Article XI The private equity investment fund established by the offshore institutional investors in Development Zone can entrust the domestic banks meeting relevant conditions as the capital trustee depending on the practical situations.

The custodian bank of private equity investment fund chosen by offshore institutional investors shall submit the related trusteeship systems to relevant departments for filings.

Article XII Except the offshore institutional investors in pilot units, other foreign-invested enterprises are not allowed to  use the words like “Private Equity Fund” in their company names.

Article XIII With respect to the domestic investments, the offshore institutional investors shall transact it according to the national laws, administrative laws and regulations related to foreign investment.

Chapter III Pilot Institutions of the Institutional Investor

Article XIV The pilot intuitions of offshore institutional investors mentioned in this measure refer to the offshore institutional investors determined by the joint conference.

The pilot intuitions of offshore institutional investors consist of foreign sovereign wealth fund, pension fund, endowment fund, benevolent fund, Fund of Funds (FOF), Assets Management Company, fund management company, insurance company, bank, security company, professional investment company, overseas listed company, License No. 9 authorized by Hong Kong China Securities Regulatory Commission or other licensed companies, other institutional investors as well as other offshore institutional investors authorized by the joint conference.

Article XV Among the offshore institutional investors applying for pilot units, those making investment as limited partners (LP) shall possess the following conditions:

 (I) Financial soundness, good credit standing and respectability and registration place and professional qualifications compliant with the regulations of joint conference;

(II) Effective corporate governance and internal control; the employees shall conform to the occupational requirements in the countries or regions they belong to;

Business code of conduct; in recent 3 years or since its establishment, not being subject to great punishment of supervision department where it belongs to;

Other conditions required by the joint conference.

Among the offshore institutional investors applying for pilot units, those establishing the private equity investment fund as general partners (GP) shall possess the corresponding professional qualification and investment experience.

Article XVI The offshore institutional investors applying for the pilot shall submit the pilot application to the Finance Office through the foreign institutional investor or the planned managing partner of private equity investment fund. The partners or their related entities shall have more than 3-year good investment experience directly or indirectly investing the domestic enterprise in China. The applicants shall submit the following applying materials:

Pilot application form. The attached materials include written confirmation materials;the business license copies and financial statement audited in recent years and other materials that the institutional investors should submit;

Private equity investment fund information, including fund-raising specifications, partnership agreement (mainly including ratio of contributions of foreign institutional investor, raise amount and raise progress, etc.)and the resumes of major officers, etc.;

 (III) The related information of custodian bank and the related files signed by the custodian bank;

(IV) The commitment letter issued by the applicant ensuring the authenticity of all the material mentioned above;

Other materials required by the joint conference.

Article XVII Within 5 workdays upon receiptof all application documents, the Finance Office determine whether to accept it or not; within 5 workdays upon receipt of application documents, holdjoint conference to evaluate, examine and approve the pilot institutions. For those conforming to pilot requirements after being evaluated, the Finance Office shall inform of the applicant in written form, and make a copy for the related units of joint conference as well as the custodian bank of pilot institutions; for those cannot pass the evaluation, the Finance Office shall inform of the applicant in written form.

Article XVIII The offshore institutional investors obtaining the pilot units shall finish the industrial and commercial registration formalities within 6 workdays since the day of passing the approval based on the requirements in the Chapter III in this measure; if the time limit is exceeded, the offshore institutional investors shall reapply the pilot qualification.

Chapter Supervision and Administration

Article XIX The joint conference is responsible for organizing the related pilot work of offshore institutional investors in Development Zone; each member of joint conference shall conduct well the corresponding management work based on solutions of the joint conference.

The administration committee of the Development Zone shall be responsible for making it clear that the Finance Office shall be responsible for conducting the record management to the foreign institutional investor pilot units registered within the scope of Development Zone, understand the information such as fund raising, investing and financing of the foreign institutional investor pilot institutions at regular intervals, and make related report to the joint conference.

Article XX The pilot institutions of the offshore institutional investors shall submit the following materials to the Finance Office within 15 workdays after conducting industrial and commercial registration:

(I) Application form for filings.

(II) Shareholders agreement, articles of incorporation or partnership agreement, etc.

The industrial and commercial registration determined documents and business license copies.

The promised amount of contribution and the proof of paid amount of contribution.

List of at least two administrative officers, resume and related evidentiary material.

The investment decision-making mechanism and the resumes and identification paper of key personnel participating in the decision.

Article XXI The pilot institutions of the offshore institutional investors shall report the major events occurring in the process of investment operation of the 6 months to the Finance Office every 6 months.

The major events mentioned in the preceding paragraph refer to:

(I) The investment of the offshore institutional investors;

(II) Amendment of major legal documents, such as a contract, regulations or partnership agreement and other important legal documents;

(III) The alteration of senior executives;

 (IV) Increase or decrease of the registered capitals;

(V) Division and merger;

(VI) Dissolution and liquidation or bankruptcy;

Other items required by the Finance Office.

Article XXII To report the domestic investment projects, the pilot institutions of the offshore institutional investors shall provide the following materials:

(I) The registration form of the offshore institutional investors;

(II) The invested company business license (the copies shall be stamped with investment enterprise’s   official seal);

(III) The documents of outer departments where the invested enterprises are located.

Article XXIII The responsibilities the custodian banks of the foreign institutional investor pilot institutions shall perform shall include but not limited to:

Regularly report the trusted fund’s operation situation, investment project, etc. of the foreign institutional investor pilot institutions to the joint conference office and relevant units of joint conference;

After each fiscal year, submit the last year’s annual report of domestic equity investment agreed by each party of the foreign institutional investor pilot institutions to the joint conference office; 

(III) Supervise the investment operation of the offshore institutional investor pilot institutions; if find the investment operations to be against national laws and regulations or custodian agreement, do not execute them and report to the joint conference at once;

(IV) Other supervision items regulated by the joint conference.

Article XXIV The offshore institutional investors shall not be occupied in the following businesses:

Make investment to the fields which are prohibited by nation;

Conduct the stock exchange in the secondary market, but when the investment enterprises are listed, the held shares of the offshore institutional investors are not included in this scope;

 (III) Work on the trading of financial derivative instruments, such as futures;

(IV) Appropriate the non-owned fund to make investments;

(V)Other items prohibited to work on regulated in laws, regulations and the documents established by the offshore institutional investors.

Article XXV The Finance Office can learn about the situation of the recorded foreign institutional investor pilot institutions and establish social supervision mechanism through inquiring by letter and phone, interview or consulting from the custodian banks, etc.

As to the recorded foreign institutional investor pilot institutions going against the regulations of this measure, the Finance Office shall verify and confirm it together with relevant departments. If it is true, the Finance Office shall order it to correct within 30 workdays; if it is not corrected exceeding the time limit, the Finance Office shall cancel the record and make an announcement to the society, and make investigations along with related departments according to the law, making certain punishments based on the seriousness of the case; if it is criminal, it shall be subject to criminal prosecution. 

Article XXVI The Finance Office is responsible for supervising and assisting each participant to strictly control operational risk, foreign exchange risk and interest rate risk, strengthen trade self-discipline and establish credit and markets for the qualified investors and the excellent management teams.

Chapter V Supplementary Articles

Article XXVII When the partnership offshore institutional investors handle the following registration, the related items change, the Industrial and Commercial Bureau shall ask for the opinions of the Finance Office:

(I) Change the business scope;

(II) Change the partners;

Increase or decrease the subscribed or actually paid capital contribution and payment term;

Change the partnership firm types.

Article XXVIII When the partnership offshore institutional investors manage the write-off, the Industrial and Commercial Bureau shall inform of the Finance Office.

Article XXIX When the offshore institutional investors reinvest and establish the corporate equity investment management company or corporate equity investment enterprises in Development Zone, they shall report to the Development and Promotion Bureau in Development Zone for approval.

Article XXX When the investors from Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan invest and set up the private equity investment fund, the former shall execute it according to this measure.

Article XXXI The pilot work of the offshore institutional investors is carried out in the Development Zone.

Article XXXII The measure shall be responsible for interpreting by the Finance Office.

Article XXXIII The measure shall be implemented 5 days since the day of being issued.

 

For this Measure, the Chinese version shall be prevailing.

 


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