Notice on exemption from state-owned venture capital institutions and state-owned enterprises ' transfer obligations of state-owned venture capital funds

Financial Enterprise [2011]14 number

Relevant ministries and departments of the State Council, relevant direct institutions, provinces, autonomous regions, municipalities, the financial department of the Listed Cities (bureau), SASAC (Bureau), China Securities registration and Clearing limited liability company, the relevant state-owned venture capital institutions, the state-owned venture capital investment Guide Fund:

Notice of the relevant issues concerning the exemption of State-owned venture capital institutions and state-owned venture capital-led funds from state-owned enterprises by the Social Security Fund of the Securities and Futures Commission of the Ministry of Finance, China (Finance and Enterprise [2010]278), My department is responsible for the review of state-owned venture capital institutions (hereinafter referred to as VC institutions) and the state-owned venture capital Investment Guidance Fund (hereinafter referred to as the Guiding Fund) to exempt state-owned shares of the application for transfer of obligations. Business Sasac, the Securities and Futures Commission, the Social Security Foundation, the Development and Reform Commission, the audit is involved in the relevant issues of supplementary notice are as follows:

First, the record of the establishment and annual inspection requirements

The establishment shall comply with the conditions and procedures stipulated in the interim measures for the administration of "venture http://www.aliyun.com/zixun/aggregation/11497.html" > Investment Enterprises (Development and Reform Commission, 10 orders 39th), And the last year must pass the Record Management department's annual inspection (apply for exemption to transfer the obligation of the new record of the state-owned venture capital institution, excluding).

Ii. Confirmation of investment timing

Investment institutions invest in unlisted small and medium-sized enterprises, the investment time to venture capital investment institutions, the investment enterprise obtains the business license issued by the Industrial and Commercial Administration department or the date of the change registration notice of industrial and commercial approval. For the same venture capital, the first investment is the initial investment, and the subsequent investment is confirmed by the time of the initial investment.

Determination of the size of the invested enterprise

The scale of the invested enterprise is determined according to the relevant index of the end of the year at the initial investment point of the venture capital institution. The number of employees shall be approved by the Labor and social security departments or social insurance fund management units at or above the county level where the investment enterprise is located;

Iv. callback or thawing of state-owned shares

Venture capital institutions have been in accordance with the "domestic security market transfer part of the state-owned shares to enrich the implementation of the National Social Security Fund" (Finance and Enterprise [2009]94) implementation of the state-owned shares, by the Ministry of Finance and Social Security Fund will review compliance with the exemption policy, the implementation of callback treatment The state-owned shares of the callback include: (1) The state-owned shares transferred from the venture capital institution to the Social Security Foundation; (2) the relevant rights and interests derived from the state-owned shares, including Tianquan, transfer of equity and cash dividends, arising from the profit distribution or capital accumulation of the listed companies during the holding period of the Social Security Fund.

The venture capital institution or its state-owned investor has carried out the obligation of transferring the state-owned shares by cash in accordance with the provisions of the financial Enterprise [2009]94], and shall carry out the callback treatment by the Ministry of Finance in conjunction with the Social Security Fund to review the policy of exemption transfer. The amount of funds returned is determined in accordance with the amount of funds paid by the venture capital institution or its state-owned investor in the central Treasury.

In accordance with the Financial Regulations [2009]94], if the state-owned shares of the listed companies held by the state-owned wholly-invested institutions are frozen but have not been transferred, the relevant requirements of the Ministry of Finance of the Securities and Futures Commission on Social Security Fund will expedite the promotion of the state-owned shares (finance and Enterprise [2010]393). The state-owned stock changes are registered to the Social Security Fund will be transferred to the stock account, and then according to the financial]2010]278 and the provisions of this notice to apply for the state-owned shares callback procedures. If the state-owned shares of the listed companies held by the state-owned holding enterprises are frozen but have not been transferred, the application for thawing can be submitted directly to my department, which is subject to the approval of the exemption transfer policy. The unfrozen state-owned shares include: (1) The state-owned stocks frozen by the implementation of the policy of state-owned shares in the equity accounts of the venture investment institutions; (2) Some of the interests derived from the state-owned shares, including Tianquan and the transfer of equity, are partly attributable to the distribution of profits or the increase in capital accumulation of the listed companies during the period of the freeze.

The venture shall submit an application for callback or thaw to my department before October 31, 2011, which will not be entertained.

V. Reporting information

(a) When an investment enterprise intends to issue shares for the first time and before listing, the applicant shall provide the following information when applying for exemption from the state-owned shares;

1. Application report. By the creation of investment institutions in the form of red, editing the document number and stamped with the official seal of the venture. The main contents include: The basic situation of venture capital institution, in accordance with the conditions and procedures stipulated in the interim measures for the administration of venture capital enterprises and the annual inspection by the Record Management department, the main situations of investment for the invested enterprises, the relevant situation of the invested enterprises in the initial investment of the investment Organization (including the time of establishment, the number and nature of the shareholders) , the enterprise name at the time of investment, the total assets at the end of last year, operating income, the number of workers and so on, the investment enterprise shareholding system reform and equity structure (including state-owned shareholders and shareholding), the Investment enterprise public issue of stock plans, state-owned stocks to take the plan and the establishment of the state-owned shares of the holding of the number of the proposed transfer.

2. Copy of Business License and constitution of venture investment institution.

3. The record Management Department of the venture capital Enterprise agrees to the documents of the record-keeping and the notice of the results of the annual inspection.

4. A copy of the business license of the investment enterprise after the initial investment of the venture capital institution (or the notice of industrial and commercial approval change registration issued by the Industry and Commerce Administrative department) and the Articles of incorporation.

5. The number of employees who are invested in the enterprise at the end of the year by the Labor and Social Security department or the Social Insurance fund Management unit at the beginning of the investment enterprise is certified.

6. The annual audit report of the investment enterprise at the end of the year when the venture capital is issued by the accounting firm.

7. State-owned Assets Management Department of the provincial or above issued by the state-owned equity management of the investment enterprises approved documents.

8. The shareholders ' general meeting resolution and the share issue plan of the invested enterprise concerning the public offering of shares.

9. Other explanatory materials.

(b) If the state-owned shares have been implemented or the state-owned shares have been frozen, the applicant shall provide the following information when applying for the state-owned (cash) callback or thawing

1. Application report. By the creation of investment institutions in the form of red, editing the document number and stamped with the official seal of the venture. The main contents include: The basic situation of venture capital institution, in accordance with the conditions and procedures stipulated in the interim measures for the administration of venture capital enterprises and the annual inspection by the Record Management department, the main situations of investment for the invested enterprises, the relevant situation of the invested enterprises in the initial investment of the investment Organization (including the time of establishment, the number and nature of the shareholders) , investment, business name, the total amount of assets, operating income, the number of employees and so on in the last year, the shareholding system of the invested enterprises and the share capital structure (including the state-owned shareholders and shareholding), the investment enterprises to publicly issue shares and the listing situation, the state-owned shares of the investment institutions are transferred or frozen The amount of state-owned shares (cash) that apply for callback or thawing, such as the share of the Social Security Fund or the increase of the capital accumulation during the freezing period of the state-owned shares.

2. Copy of Business License and constitution of venture investment institution.

3. The record Management Department of the venture capital Enterprise agrees to the documents of the record-keeping and the notice of the results of the annual inspection.

4. A copy of the business license of the investment enterprise after the initial investment of the venture capital institution (or the notice of industrial and commercial approval change registration issued by the Industry and Commerce Administrative department) and the Articles of incorporation.

5. The number of employees who are invested in the enterprise at the end of the year by the Labor and Social Security department or the Social Insurance fund Management unit at the beginning of the investment enterprise is certified.

6. The annual audit report of the investment enterprise at the end of the year when the venture capital is issued by the accounting firm.

7. The decision of the invested enterprise on the distribution of profits and the increase of capital accumulation, and the implementation notice.

8. A copy of the stock account card of the venture capital institution or a copy of the general payment Book of the Fund and the copy of the bank account to undertake the return of funds (only those involving cash callback).

9. Other explanatory material.

The relevant information submitted by the venture capital institutions, such as those related to listed companies, shall conform to the relevant laws and regulations of the listed Companies ' information disclosure, as well as the circular of the State Council forwarding Commission and other departments on the prevention and control of insider trading in the market according to law (Kwok [2010]55 No.), Avoid the non-public information of listed companies and ensure the fairness of information disclosure of listed companies.

VI. Guidance Fund Audit requirements

The qualification of the Guide Fund shall be approved by my ministry in conjunction with the Development and Reform Commission in accordance with the relevant provisions of the establishment and operation of the Guidance Fund for venture capital investment (Kwok 2008]116), and the Guidance Fund should provide relevant explanatory material. Other conditions and procedures for guiding the Fund to apply for exemption are in contrast to the relevant requirements of the venture capital institution.

Vii. Information Submission

The Department of Business of the Ministry of Finance is responsible for exemption from the audit of the state-owned shares of the venture capital and the guiding Fund. Venture capital institutions and guidance funds can send the application information (two copies) directly to: Beijing Xicheng District San Ministry of Finance Enterprises Division Three, ZIP code: 100820, Tel: 010-68552428.

Treasury

February 22, 211