外商投资创业投资企业管理规定 Administration of Foreign-invested Venture Investment Enterprises Provisions

nt management committee. Corporate Venture Investment Enterprises shall establish a board of directors. The constitution of the joint management committee or the board of directors shall be provided for by the investors in the contract for， and articles of association of， a Ven

ture Investment Enterprise. The joint management committee or the board of directors shall manage the Venture Investment Enterprise on behalf of the investors.

　　Article 18　An operation and management organization shall be established under the joint management committee or board of directors. Such organization shall， within the authority stipulated in the contract for and articles of association of the Venture Investment Enterprise， be responsible for day-to-day operations and management and executing the investment decisions of the joint management committee or board of directors.

　　Article 19　The responsible person of the operation and management organization shall satisfy the following conditions：

　　1. having full capacity for civil acts；

　　2. having no criminal record；

　　3. having no record of improper business operations；

　　4. having experience in the venture investment business and not having any record of conduct in breach of regulations； and

　　5. satisfying other conditions imposed by the Examination and Approval Authority relevant to operation and management qualifications.

　　Article 20　The operation and management organization shall periodically report on the following matters to the joint management committee or board of directors：

　　1. authorized major investment activities；

　　2. interim and annual performance reports and financial reports；

　　3. other matters specified in laws and regulations； and

　　4. relevant matters specified in the contract for and articles of association of the Venture Investment Enterprise.

　　Article 21　The joint management committee or board of directors may elect not to establish an operation and management organization， but to confer the day-to-day operation authority on a venture investment management enterprise or another Venture Investment Enterprise for management. The venture investment management enterprise may be a Chinese-funded， foreign-funded or overseas venture investment management enterprise. Under these circumstances， the Venture Investment Enterprise and the venture investment management enterprise shall enter into a management contract to agree on their respective rights and obligations. The management contract will become effective after it has been consented to by all investors and approved by the Examination and Approval Authority.

　　Article 22　The investors of a Venture Investment Enterprise may provide in the contract for Venture Investment Enterprise for an internal gains distribution mechanism and award mechanism in accordance with international practice.

　　PART FIVE

　　VENTURE INVESTMENT MANAGEMENT ENTERPRISES

　　Article 23　The venture investment management enterprise entrusted to manage a Venture Investment Enterprise shall satisfy the following conditions：

　　1. its main line of business shall be the management of investment business of the entrusting Venture Investment Enterprise；

　　2. having at least three professional management personnel with at least three years experience in venture investment business；

　　3. its registered capital or total amount of capital contribution shall not be less than Rmb one million or its equivalent in foreign exchange； and

　　4. having a sound internal control system.

　　Article 24　Venture investment management enterprises may take the organizational form of a company or a partnership.

　　Article 25　A venture investment management enterprise may be entrusted to manage more than one Venture Investment Enterprise.

　　Article 26　The venture investment management enterprise shall periodically report on the matters listed in Article 20 to the joint management committee or board of directors of the entrusting Venture Investment Enterprise.

　　Article 27　Establishment of foreign-invested venture investment management enterprises shall satisfies the

conditions specified in Article 23 hereof， and shall be approved by the Examination and Approval Authority through the competent provincial-level foreign trade and economic cooperation department of the place where the proposed foreign-invested venture investment management enterprise is to be established. The Examination and Approval Authority shall， within 45 days of the date of receipt of all the submitted materials， render a written decision on whether to give its approval. If it grants its approval， it shall issue a Foreign-invested Enterprise Approval Certificate. The foreign-invested venture investment management enterprise that has been approved to be established shall， within one month of the date of receipt of the Foreign-invested Enterprise Approval Certificate issued by the Examination and Approval Authority， apply for registration with the Registration Authority on the strength of the Approval Certificate.

　　Article 28　When applying to establish a foreign-invested venture investment management enterprise， the following documents shall be submitted to the Examination and Approval Authority：

　　1. an application for establishment；

　　2. the contract for， and the articles of association of， the foreign-invested venture investment management enterprise；

　　3. （photocopies of） the investors' registration certificates and （photocopies of）　proof of the legal representatives' status as such； and

　　4. other documents relevant to the application for establishment required by the Examination and Approval Authority.

　　Article 29　Foreign-invested venture investment management enterprises shall annotate the words ''Venture Investment Management'' in their names. No foreign-invested enterprises other than foreign-invested venture investment management enterprises may use the words ''Venture Investment Management'' in their names.

　　Article 30　Overseas venture investment management enterprises that have been approved to accept entrustment from Venture Investment Enterprises to engage in venture investment management business in China shall， within 30 days of the date of approval of the management contract， apply to the Registration Authority for business registration.

　　When applying for business registration， the overseas venture investment management enterprise shall submit the following documents and be responsible for the authenticity and validity of such documents：

　　1. the application for registration signed by the chairman of the board or the person with the authority to sign of the overseas venture investment management enterprise；

　　2. the operation and management contract and the approval document of the Examination and Approval Authority；

　　3. the articles of association or the partnership agreement of the overseas venture investment management enterprise；

　　4. the proof of lawful commencement of business of the overseas venture investment management enterprise；

　　5. the proof of creditworthiness of the overseas venture investment management enterprise；

　　6. the power of attorney for， the résumé and the proof of identity of， the responsible person for Chinese projects appointed by the overseas venture investment management enterprise； and

　　7. the proof of business site of the overseas venture investment management enterprise in China.

　　All of the above documents shall be in Chinese. If any document is in a foreign language， a standard Chinese translation shall be provided.

　　PART SIX　OPERATION AND MANAGEMENT

　　Article 31　Venture Investment Enterprises may engage in the following businesses：

　　1. using all of its own funds to make equity investment， including the forms of investment such as setting up new enterprises， investing in existing enterprises， accepting transfer of investors' equity interests of existing enterprises and other forms of investment permitted by the

laws and regulations of the State；

　　2. providing venture investment consulting services；

　　3. providing management consulting services to its Investees； and

　　4. other business approved by the Examination and Approval Authority.

　　The funds of Venture Investment Enterprises shall be used mainly in equity investments in their Investees.

　　Article 32　Venture Investment Enterprises may not engage in the following activities：

　　1. investing in sectors that are prohibited by the State to be invested by　foreign investors；

　　2. directly or indirectly investing in publicly traded securities and corporate bonds， except for the shares held by the Venture Investment Enterprise after the listing of an Investee；

　　3. directly or indirectly investing in immovables not for its own use；

　　4. taking out loans and investing the proceeds；

　　5. investing funds that are not its own；

　　6. providing loans or security for another party， except for corporate bonds the term for which is at least one year and bonds that can be converted into Investee's equity， issued by an Investee of the Venture Investment Enterprise （this paragraph does not provide for whether the Investee may issue such bonds）； and

　　7. other activities that are prohibited by laws， regulations and the contract for the Venture Investment Enterprise.

　　Article 33　Investors shall agree on the time limit for external investment in the contract for th

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