Chapter I  General Provisions

Article 1  In order to play the role of government funds for industrial guidance, policy support, drive more social capital to support the high-tech zone key industries, strategic emerging industries, the future development of industry, promote the depth of industrial restructuring and upgrading, the development of new quality of productive forces, accelerate the construction of a modern industrial system, and promote the high-quality development of the economy, according to the "Interim Measures for the Supervision and Administration of Private Equity Investment Funds" (SEC Decree No. 105), "Henan Provincial Government Investment Fund Management Measures" (Henan Finance Fund [2023] No. 4) and other relevant provisions, and combined with the actual high-tech zone, the development of this approach.

The second ... The government investment fund referred to in these measures refers to the Zhengzhou High-tech Industrial Development Zone Management Committee (hereinafter referred to as the Management Committee) through budgetary arrangements, participation in the establishment of the fund, its purpose is to give full play to the guidance and leverage of financial funds, to drive more social capital investment in key industries and strategic emerging industries, and to promote the industry to make up for the chain to extend the chain of the strong chain, improve the quality and increase the efficiency of the development of the new and high technology zone to enhance the industrial Core competitiveness of high-tech zone industries. Including direct government funding, government entrusted funding, the government to capital injection of state-owned enterprises funded the establishment of government investment funds.

Article 3  Government entrusted funding mode, the Ministry of Finance and the entrusted enterprises should be signed by the Ministry of Finance and trustee management agreement, a clear fiduciary management relationship. Government to capital injection of state-owned enterprises under the mode of capital injection, the Ministry of Finance and the Ministry of Finance to the district of state-owned enterprises, should be in the funds disbursement documents to clarify the use of funds for the use of government investment funds. Entrusted enterprises and the capital injection enterprises, collectively referred to as the fiduciary management organization.

Article 4  Government investment funds should be in accordance with the "government-led, market operation, rolling development, risk prevention, performance management" principle of operation, adhere to the ownership, management, trusteeship separation.

Chapter II Organization and responsibilities

Article 5  Management Committee is responsible for the finalization of the Government Investment Fund of the major issues, including the fund management approach, the establishment of the fund program.

Article 6  The Ministry of Finance is responsible for coordinating the implementation of government-funded funds, supervise the trustee management organization to perform their duties conscientiously, and do a good job in the fund and the trustee management organization assessment and evaluation, as well as assessment and evaluation results of the application.

The Ministry of Economic Development focuses on the development strategy of high-tech zones and industrial policy regulation and guidance, research and propose the direction of fund investment, the development of a clear industrial fund directory, the establishment of a dynamic project library, and according to the departmental responsibilities to participate in the industry supervision and so on.

Article 7 . High-tech zone state-owned company as a government investment fund trustee management organization, the government funded special account (special account) management, to determine the fund operating program and fund management agencies, accept the fund management agency investment project filing. Supervise the annual financial audit of the fund and the assessment and evaluation of the fund management organization, and regularly report the fund operation to the Ministry of Finance and Economy. The trustee management organization does not intervene in the daily operation and management of the fund.

Article VIII  The trustee management organization according to the establishment of the fund program to draw up the fund operation program to the Ministry of Finance for the record, the operation program mainly includes the following: selection of the fund management organization, the contributors and the proportion of contributions, revenue distribution, investment process and decision-making mechanism, exit procedures.

Article IX  Trustee management organization can negotiate, special formation, public selection and other ways to select the fund management organization.

The fund management organization is responsible for the daily operation and management of the fund in accordance with the fund contract, and performs the obligations of reporting information on the operation of the fund, accepting the assessment and evaluation and supervision and inspection, and promoting the realization of the fund's objectives.

The fund management organization shall meet the following conditions:

(a) established in the People's Republic of China in accordance with the law, with paid-in capital of not less than 10 million yuan;

(b) established in the People's Republic of China in accordance with the law. align: left;">(ii) the fund management organization has completed registration in the China Securities Investment Funds Association;

(iii) there are at least three senior management personnel with more than three years of experience in fund management and at least three or more successful cases of equity investment (i.e., annual average return on equity investment of not less than 10%).

(d) other conditions required by the trustee management organization.

Chapter III  Fund Establishment

Article 10  Government Investment Fund shall focus on the transformation and upgrading of traditional industries, strategic industries bigger and stronger, emerging industry cluster development, the future of the industry to break the ice of layout. Focus on the high-tech zone party committee, the management committee of the major industrial development planning related to the industry and the field of investment.

Article 11  Government investment funds to set up industrial investment, industrial development, venture capital, angel funds, including industrial investment, industrial development, can be given to the market-based angel fund awards.

Article XI  Ministry of Finance, trustee management organization or relevant industry management department to propose the establishment of the fund initiated to develop the fund set up program for the approval of the management committee. Fund establishment program should be clear fund establishment goals, fund size, funding structure, operation mode, duration, organizational form, investment areas, investment areas and other matters. Major adjustments should be promptly reported to the Management Committee for approval.

Article XII  Ministry of Finance and the Government Investment Fund contribution, should be included in the annual budget management, and depending on the year's expenditure plan and the fund investment needs to be phased gradually in place. Should take full account of the financial capacity to rationally determine the size of the fund and investment scope.

Article XIII  Government investment funds can be corporate, limited partnership and other different forms of organization.

Government investment funds can take "direct investment" mode, "mother-sub-fund" mode, can also take the above two modes of operation. Encourage the active exploration of market-oriented operation mode suitable for the actual development of high-tech zone industry.

"Direct investment" mode, according to different categories of investment objects, can be equity and preferred shares, convertible preferred shares, convertible bonds and other ways to invest in the unlisted enterprises, or to participate in the listed companies mergers and acquisitions, reorganization, directional issue, strategic placement, agreement transfer and block trading, etc. for equity investment.

The "mother-son fund" mode refers to the investment mode in which the government investment fund acts as the mother fund, and cooperates with financial funds at all levels and social capitals to set up a new fund or contributes to the investment mode of an existing fund.

Article 14 . Government investment fund survival period can be combined with the law of industrial development and enterprise life cycle characteristics of flexible settings. The duration of the parent fund is generally no more than 15 years, using direct investment model of the fund, sub-fund duration is generally 7 years, of which the angel class, venture capital class to take direct investment model of the fund, sub-fund duration can be appropriately extended, sub-fund duration of the expiration date shall not be later than the final maturity date of the parent fund. The mother fund can not set the investment period and exit period, the direct investment mode of funds, sub-funds in principle should be clear investment period and exit period.

Chapter IV  Investment Management

Article 15  Government entrusted to contribute to the implementation of the financial funds under the mode of special account management, the government to inject capital into the state-owned enterprises under the mode of implementation of the financial funds under the special account Management, in order to realize the government's contribution and the entrusted management agency's own property independent of each other.

Article 16 The fund management institution of the government investment fund shall set up a special account for the government investment fund to realize the mutual independence of its management of the government investment fund and its own property, and its management of the property of the different funds are independent of each other.

Article 17  Government investment funds shall select the commercial banks established in China for custody. The custodian organization shall be responsible for account management, fund clearing, asset custody and other matters according to the custodian agreement, and implement dynamic supervision of investment activities.

Article 18  Government investment funds should be set up investment decision-making committee, the exercise of project investment, exit and major risk disposal plan and other major decision-making power. Government investment fund projects in principle to the fund management agencies mainly market-oriented solicitation, and after the project, due diligence, risk assessment, investment decision-making procedures, such as the implementation of investment.

Article 19  The trustee management organization should be appointed to the fund investment decision-making committee members, the fund investment project compliance audit. When the investment project violates the relevant provisions of the fund, the fund implementation program, the fund charter or partnership agreement, as well as violations of the interests of the government's contribution, etc., the fiduciary management institution may call for the termination of the project investment.

Article 20  After the project has been approved by the Investment Decision Committee, the fund management organization shall, within one month of the completion of the investment and exit to the trustee management organization for the record and submit relevant information.

Article 21  Government investment funds on direct investment projects in principle, participation in the shareholding does not hold, and the cumulative investment in the same direct investment project does not exceed 20% of the size of the fund, the investment involves the management committee to determine the major projects to mergers and acquisitions and restructuring for the purpose of investment may not be subject to the above restrictions.

In principle, the contribution ratio of the government investment fund in the sub-fund shall not exceed 30% of the total size of the sub-fund, and the participation in the contribution of the national fund as well as the cooperation with the well-known management organization to set up the sub-fund may be exempted from the above restriction; for the major projects determined by the management committee and invested through the special sub-fund, the contribution ratio of the government investment fund in the special sub-fund shall not be subject to the above restriction. For major projects determined by the management committee and invested through special sub-funds, the contribution ratio of the government investment fund in the special sub-funds shall not be subject to the above restrictions.

Article 22 . Government investment funds involved in the establishment of sub-funds in the high-tech zone (including investment projects) investment ratio is not less than 1.1 times the size of the government investment fund contribution. One of the following circumstances can be recognized as an investment: the fund invested in the place of registration, tax payment in the high-tech zone of the enterprise; fund investment in enterprises registered outside the high-tech zone, the enterprise in the fund investment period will be registered in the high-tech zone, tax payment to move to the high-tech zone; the fund invested in the registration of enterprises registered in the high-tech zone outside the enterprise in the investment period of the fund to set up in the high-tech zone in charge of the important production and operation or research and development of the wholly-owned subsidiaries or holdings Subsidiary (shareholding ratio greater than 50%); sub-fund manager (including the actual controller of the sub-fund manager, other subjects controlled by the same actual controller) or other funds under its management in the Hi-tech Zone new investment or introduction of foreign projects in the enterprise.

Article 23  Government investment funds shall not engage in the following businesses:

(a) engage in the financing of guarantees other than guarantees, mortgages, entrusted loans, and other businesses;

(ii) investing in secondary market stocks (except for block trading, agreement transfer, strategic placement, directional issue, mergers and acquisitions, and reorganization), futures, real estate, securities investment funds, corporate bonds rated below AAA, trust products, non-principal-protected wealth management products, insurance plans, and other financial derivatives;

(ii) engaging in businesses other than guarantee and entrusted loans;

(iii) providing sponsorships and donations to any third party (except for approved public welfare donations);

(iv) absorbing or disguisedly absorbing deposits, or providing loans and money lending to third parties;

(v) making foreign investments with unlimited joint and several liability;

(vi) issuing trust or pooled wealth management products to raise funds;

(vii) engaging in any other business prohibited by laws and regulations.

Chapter V  Fund Exit and Risk Control

Article 24  Government Investment Funds can be taken to the enterprise listing and reduction of equity (shares, shares), transfer, mergers and acquisitions and reorganization, repurchase, capital reduction, Liquidation and other ways to exit, or in accordance with the pre-agreed exit conditions and ways to exit on an opportunistic basis.

Article 25  Government investment funds have not reached the end of the survival period, such as meeting the expected goals, the government contribution can be agreed through the transfer of shares and other ways to exit in due course. Fund performance does not meet the expected results, the slow progress of investment, government funding should be in accordance with the statute or partnership agreement agreed to withdraw at an opportune time.

Article 26  In one of the following cases, the government investment fund withdrawal, sub-fund managers should unconditionally cooperate:

(a) sub-fund investment program confirmed for more than one year after the confirmation of not in accordance with the prescribed procedures and (a) more than one year after the confirmation of the investment program of the sub-fund, not in accordance with the prescribed procedures and time requirements to complete the procedures for the establishment of the fund;

(b) the government investment fund contribution to the investment of the sub-fund designated receipts account for more than one year, the sub-fund did not carry out investment operations;

(c) the sub-fund did not invest in accordance with the Articles of Association or partnership agreement.

(iv) other circumstances not in accordance with the articles of association or partnership agreement;

(v) the fund's investment areas and directions are not in line with the policy objectives;

(vi) When the sub-fund has significant risks, violations of laws and regulations, etc., and the trustee management organization needs to withdraw from the sub-fund after full assessment.

Article 27 . Government investment funds during the survival of the fund to exit the project principal and income, should be distributed according to the provisions of the fund statute or partnership agreement or continue to be used for the fund rolling use. Government commissioned under the funding mode, the distribution of funds attributable to the government part of the income by the trustee management organization account management, and timely and full payment to the state treasury; the government to capital injection of state-owned enterprises under the funding mode, the distribution of funds attributable to the government part of the income by the trustee management organization account management, in addition to the Ministry of Finance and the Ministry of Finance required to be paid to the state treasury, it should continue to be used to support the development of the fund.

Article 28 . After the termination of the government investment fund, shall organize liquidation under the supervision of the contributors. Government commissioned under the mode of capital contribution, by the trustee management organization will be the government capital and income, in accordance with the relevant provisions of the financial treasury management system in a timely manner and in full to the state treasury; the government to capital injection of state-owned enterprises under the mode of capital contribution, the government capital and income by the trustee management organization special account, in addition to the Ministry of Finance and the Ministry of Finance required to be surrendered to the state treasury, it should continue to be used to support the development of state-owned enterprises.

Article 29  The government investment fund shall comply with the relevant state budget and financial management system and other regulations, the establishment of a sound internal management system, the establishment of investment decisions and risk constraints, and effectively guard against risks that may arise during the operation of the fund.

Article 30  The fund management organization is responsible for the supervision of the project after the investment, the emergence of major issues affecting the normal operation or the ability to sustain operations, it should be timely to the management committee and the trustee management organization to report, and take appropriate measures.

Article 31  Government investment funds should be funded in accordance with the principle of "benefit sharing, risk sharing" in the fund charter or partnership agreement clearly agree on the distribution of income and loss sharing. In order to better play the role of the government's contribution to the guidance, the government can transfer revenue and other ways to appropriate concessions, but not to other contributors to the commitment to the investment principal is not lost, shall not be committed to the minimum return.

Chapter VI  appraisal and supervision and management

Article 32  the Ministry of Finance and the Ministry of Finance, in conjunction with the relevant departments of the fund implementation of the whole process of performance management, according to the different stages of the operation of the Government Investment Fund and different types of funds. According to the different stages of the operation of the government investment fund and different types of funds, the annual development of performance objectives and performance indicators.

Article 33  The Ministry of Finance may organize the fund to carry out key performance evaluation, the main evaluation policy indicators, efficiency indicators and management indicators. Performance self-assessment and key performance evaluation results can be used as an important basis for the survival of the fund, the calculation of management fees.

Article 34  The trustee shall regularly report to the Ministry of Finance and Economy on the operation of the fund, including the use of government-funded funds, assets and liabilities, investment gains and losses and other significant circumstances that may affect the rights and interests of investors. The Ministry of Finance, in conjunction with the relevant departments, will monitor the operation of the fund and report to the government at the current level on the overall situation of the fund, including the basic situation of the fund, changes, operation, policy guidance effect, and recommendations on issues.

Article 35  The government investment fund shall accept the finance, development and reform, finance, audit and other departments of the fund operation supervision, audit.

Article 36  Fund investment and operation should follow the laws of the market, reasonable tolerance for normal investment risk, not normal investment risk as a basis for recourse.

Chapter VII  By-laws

Article 37  High-tech zone government investment funds and national and provincial investment funds to carry out cooperation, in accordance with the relevant provisions of the higher funds.

Article 38  These measures shall take effect from the date of issuance.

Article 39  These Measures shall be interpreted by the Management Committee of the High and New Technology Industrial Development Zone.