Notice of the General Office of the People’s Government of Zengcheng District of Guangzhou and the General Office of the Administrative Committee of Zengcheng Economic and Technological Development Zone on Issuing the Implementation Measures of Zengcheng District on Supporting Sci-Tech Achievement Application Projects of Leading Innovation and Entrepreneurship Talent
Town Governments, Subdistrict Offices, Departments and Agencies of the District Government, and Departments of the Development Zone:
The Implementation Measures of Zengcheng District on Supporting Sci-Tech Achievement Application Projects of Leading Innovation and Entrepreneurship Talent have been approved by the District Government and the Development Zone Administrative Committee and are hereby issued to you for your earnest implementation. Problems encountered during the implementation shall be reported directly to the Development Zone Scientific and Technological Innovation Bureau.
General Office of the People’s Government of Zengcheng District of Guangzhou
General Office of the Administrative Committee of Zengcheng Economic and Technological Development Zone
July 23, 2024
Implementation Measures of Zengcheng District on Supporting Sci-Tech Achievement Application Projects of Leading Innovation and Entrepreneurship Talent
Chapter I General Provisions
Article 1 Overall Objectives
To thoroughly implement General Secretary Xi Jinping’s important directives on sci-tech innovation, fulfill the work plans of the Provincial, Municipal, and District Party Committees, and build Zengcheng into a technologically advanced district, these Measures are formulated in accordance with the Notice of the General Office of the People’s Government of Guangdong Province on Issuing the Pilot Program for “Subsidy-to-Investment” Reform of Certain Financial Funds (Yue Ban Han [2023] No. 274) and other relevant guidelines. These Measures establish a new approach for leveraging government financial resources by channeling district-level funds into direct equity investments (hereinafter referred to as the “Direct Investment Fund”). The goal is to support leading innovation and entrepreneurship talent in translating sci-tech achievements into practical applications, thus fostering the growth of new quality productive forces and positioning Zengcheng as a hub for sci-tech achievement applications.
Article 2 Definitions
Direct equity investments from district financial funds refer to the use of district financial funds to support enterprises through equity investment, temporary shareholding, and timely exit, thereby fostering economic and social development activities. The financial funds bear limited liability up to the investment amount and are handled by a qualified and capable entrusted management agency.
Sci-tech achievement application refers to the subsequent testing, development, use, and promotion of scientific research and technological advancements with practical value, aimed at boosting productivity. This process will ultimately lead to the creation of new products, new processes, and new materials, to drive the development of new industries.
Leading innovation and entrepreneurship talent refers to high-end talent who is skilled in understanding market economy rules, translating cutting-edge technological achievements, and promoting business model innovation. The enterprises they establish are marked by high growth potential, resilience to market fluctuations, and the attributes of new quality productive forces – high-tech, high efficiency, and high quality. These businesses play a crucial role in driving the district’s industrial development and generating significant economic and social benefits.
Article 3 Organizational Structure
A Leading Group for Sci-Tech Achievement Application Projects with Direct Equity Investments in Zengcheng District (hereinafter referred to as the “Leading Group”) will be established to discuss direct investment fund projects and coordinate the implementation of these Measures. The Leading Group will be headed by the district leader responsible for technological innovation, with the chief leader of the Development Zone Scientific and Technological Innovation Bureau and the District Party Committee leader in charge of talent development to serve as deputy heads. Member units include the Organization Department of the District Party Committee, the District Development and Reform Bureau, the District Bureau of Science, Industry, Commerce, and Information Technology, the District Finance Bureau (District State-Owned Assets Bureau), the District Human Resources and Social Security Bureau, the District Housing and Urban-Rural Development Bureau, the District Agriculture and Rural Affairs Bureau, the District Administration for Market Regulation, the Development Zone Investment Promotion Bureau, and the Development Zone Scientific and Technological Innovation Bureau. The responsibilities of the Leading Group include:
(1) Discussing proposals and lists for direct investment fund projects;
(2) Reviewing equity exit plans for direct investment fund projects;
(3) Addressing other relevant matters.
The Leading Group will have an office (hereinafter referred to as the “Group Office”) in the Development Zone Scientific and Technological Innovation Bureau, led by the person responsible for science and technology finance. This office will manage daily operations and will be responsible for:
(1) Organizing meetings of the Leading Group;
(2) Establishing management mechanisms for project selection, supervision, and other aspects;
(3) Coordinating and organizing daily activities;
(4) Handling tasks assigned by the Leading Group.
Article 4 Funding Assurance
The district’s finance department will allocate the necessary special funds in its annual budget and oversee their performance management. Key performance evaluations of these funds will be conducted as needed. The finance and audit departments will supervise and audit the direct investment fund as required.
Article 5 Implementation Principles
The use of the direct investment fund is not profit-driven. It follows the principles of “being government-led, market-operated, innovation-driven, regulated, and sustainable”. This approach ensures that the funds are used in a standardized, compliant, safe, and efficient manner.
Chapter II Target Beneficiaries and Support Standards
Article 6 Target Beneficiaries
This policy supports enterprises that are founded by leading innovation and entrepreneurship talent, possess independent legal status, and engage in sci-tech achievement application activities under a “talent + project” model. The enterprises shall be in strategic emerging sectors, such as semiconductors and integrated circuits, intelligent connected and new energy vehicles, ultra-high-definition video and new displays, biomedicine, intelligent equipment, new energy, new materials, artificial intelligence, low-altitude economy, and modern seed industry.
Given equal conditions, priority will be given to talent projects based in the Zengcheng Innovation of Dream Incubator of Overseas Chinese, projects that have won provincial-level or higher awards in the China Innovation & Entrepreneurship Competition, and projects engaged in sci-tech achievement application activities in universities, research institutes, recognized provincial or higher-level engineering technology research centers, new R&D institutions, or key laboratories.
Article 7 Application Criteria
(1) Projects Subject to Review
i. The project team must meet the following conditions:
(i) The applicant must be the project leader, possess strong innovation and entrepreneurship capabilities, work in a research field that aligns with the requirements of Article 6, have innovative research achievements or strong commercialization prospects, and be skilled at driving business model innovation and converting cutting-edge technological achievements;
(ii) The enterprise must have been established in Zengcheng District for no more than 5 years, or, in the case of biomedical enterprises, no more than 10 years (based on the registration date, or for relocated enterprises, the date of the address change). Alternatively, the enterprise must commit to establish an independent legal entity in Zengcheng District within 3 months after gaining eligibility for the direct investment fund.
ii. The enterprise in which the project team is based must meet the following conditions:
(i) The enterprise’s registered capital and paid-in capital must each be at least RMB 1 million;
(ii) Core team members must directly or indirectly hold at least 30% of the enterprise’s equity;
(iii) The enterprise must own independent intellectual property rights or core technologies, while having relatively mature products, a well-defined business model, and a solid approach to technological development, market expansion, and financial management;
(iv) The enterprise must have at least 100 square meters of R&D and production space in the district and have at least 4 full-time employees, including at least 2 team members.
All else being equal, priority for the direct investment fund will be given to projects that have already secured social capital investments.
(2) Projects Exempt from Review
i. Higher-Level Science and Technology Projects. Projects that have been approved as major national science and technology projects, key disruptive technology projects, or national science and technology award projects; or projects that have won third prize or higher in the China Innovation & Entrepreneurship Competition at the municipal level or above in the last three years, and are conducting sci-tech application activities in the district, may directly apply to enter the direct investment fund project pool.
ii. Venture Capital Projects. Projects that meet the requirements of Article 6, where the enterprise has received cumulative investments of over RMB 15 million from listed companies or investment institutions in the last two years, and where the enterprise’s post-investment valuation in the most recent financing round is at least RMB 150 million, with these funds from listed companies or investment institutions already credited, may directly apply to enter the direct investment fund project pool.
Article 8 Support Standards
After approval by the District Government, each project may receive up to RMB 6 million in the direct investment fund. A total of up to 30 projects will be supported over the policy period, with no more than 10 recipient projects each year. The entrusted management agency will represent the fund investor and hold equity in the projects.
Article 9 Additional Support
(1) Housing Support. Project teams receiving the direct investment fund under this policy may apply for rent-free accommodation in the district’s talent apartments. Accommodation will be provided to up to 5 members, including the team leader and core members, with a total area of no more than 300 square meters, for a maximum of 3 years. The District Housing and Urban-Rural Development Department is responsible for coordinating the housing. If the available housing cannot meet the standards that the teams’ needs, adjustments may be made based on availability.
(2) Talent Support. Project team members meeting the criteria of the Talent Reward and Service Guarantee Measures of Zengcheng District of Guangzhou and Zengcheng Economic and Technological Development Zone may receive performance rewards, support for their children’s education, and spouse employment assistance as per the policy.
(3) Credit Support. Banks and financial institutions are encouraged to provide loan support for direct investment fund projects in line with policies on science and technology credit risk compensation at various levels.
(4) Project Recommendation. Under equal conditions, project teams may receive priority for recommendations when applying for higher-level sci-tech plan projects, talent plan projects, and other support policies.
Chapter III Entrusted Management Agency
Article 10 Agency Selection
To ensure effective project management and capital efficiency, the district’s science and technology authority will publicly select a state-owned enterprise with quasi-financial attributes and equity investment experience as the entrusted management agency for the direct investment fund. An entrusted management agreement will be signed between the district’s science and technology authority and the entrusted management agency, outlining the managed fund amount, management methods, operational procedures, trust period, rights and obligations, entrusted management fees, performance evaluation, and other relevant details. The entrusted management agency may designate its wholly-owned subsidiary as the investor to sign equity investment agreements with the invested enterprises and carry out related tasks.
Article 11 Main Responsibilities
The entrusted management agency is responsible for establishing and managing the direct investment fund account and regularly reporting on the account’s operations. It shall handle the application acceptance, due diligence, and investment negotiations for equity investments in invested enterprises. Representing the investor, the agency shall hold equity in the invested enterprises and perform the duties of an equity holder. It shall sign investment agreements, disburse funds, track implementation, manage fund recovery, handle write-off disposal, and address related litigation matters. More specifically,
(1) The entrusted management agency shall conduct due diligence and investment negotiations with the invested enterprises, sign equity investment agreements and other relevant legal documents, contribute funds as per the equity investment agreements, and confirm and manage asset rights;
(2) In principle, the entrusted management agency shall avoid interfering with the day-to-day operations and management of the invested enterprises, and refrain from appointing directors to the companies. However, with approval from the Group Office, the entrusted management agency may appoint directors to the invested enterprises and exercise corresponding rights in accordance with the law if necessary;
(3) The entrusted management agency is encouraged to provide various value-added services to the invested enterprises, leveraging its resources and investment experience to help them establish standardized management systems;
(4) The entrusted management agency shall timely track project progress and report to the district’s finance and science and technology authorities by June of each year on project developments, changes in the invested enterprises’ capital structure, operating conditions, and the performance of the investment agreements;
(5) The entrusted management agency shall maintain separate account management and accounting for the direct investment fund.
Article 12 Matching Investment
The entrusted management agency shall participate in or manage funds through its holding subsidiaries or utilize its own funds to make matching equity investments in direct investment projects, with a minimum ratio of 1:1 relative to the direct investment fund.
Article 13 Management of the Direct Investment Fund
The entrusted management agency is prohibited from directly or indirectly using the direct investment fund for loans, mortgages, guarantees, pledges, or any other purposes that could lead to losses of the managed funds. If the agency misuses the managed funds for such purposes, the district’s science and technology authority has the right to terminate the trust relationship. Any resulting losses will be compensated according to the terms of the entrusted management agreement.
Article 14 Entrusted Management Fees
The district’s science and technology authority will pay the entrusted management agency entrusted management fees, which will cover operational management, external intermediary services, and performance bonuses. The details of these fees will be specified in the entrusted management agreement.
Chapter IV Application and Evaluation
Article 15 Selection Process
Based on the project category, the eligibility for the direct investment fund will be determined as follows:
(1) Projects Subject to Review: These projects will be selected through a review process organized by the district’s science and technology authority. The authority will issue an annual application notice and conduct evaluations, adding projects that meet the criteria to the prospective project pool;
(2) Projects Exempt from Review: These projects will directly enter the prospective project pool.
Projects entering the prospective project pool through this way will be assessed by the Group Office and subsequently submitted to the entrusted management agency for further examination as per the established procedures.
Article 16 Project Examination
The entrusted management agency will conduct preliminary assessments and due diligence on projects from the prospective project pool provided by the Group Office. It will prepare a preliminary list of potential investment projects, and engage in investment negotiations with the project parties, covering investment methods, amounts, equity shares, exit strategies, and other details. After finalizing the investment project list, the agency will prepare project investment plans, due diligence reports, and equity investment agreements. These documents will be submitted to the Group Office, which will then forward them to the Leading Group for review.
Article 17 Project Determination
The Leading Group will review the investment plans for the direct investment fund projects in a meeting. The final list of investment projects will be confirmed, and the Group Office will report the results to the District Government for approval.
Article 18 Result Announcement
The Group Office will publish the list of the direct investment fund projects on the District Government’s official website, allowing for a public notice period of 7 days. If no objections are received during this period, the projects will proceed to the investment phase.
The process from the announcement of the application notice to the finalization of the direct investment fund project list shall not exceed 6 months.
Chapter V Project Investment
Article 19 Investment Procedures
(1) Agreement Signing. The entrusted management agency shall sign an equity investment agreement with the invested enterprise and the responsible shareholders. This agreement will outline the equity participation method, shareholding ratio, the duration of the enterprise’s operation in Zengcheng District, and the exit plan, while clarifying the rights and obligations of all parties. Additionally, the entrusted management agency shall sign a share disposal responsibility agreement with the responsible shareholders, or include such stipulations in the investment agreement. This shall cover shareholder responsibilities for equity exit, enterprise liquidation, project default, changes in equity structure, mergers, or acquisitions.
(2) Fund Disbursement. Following the agreement signing, the entrusted management agency will request the district’s science and technology authority to disburse the investment funds. The funds will then be transferred to a designated bank account of the invested enterprise, which must be a dedicated account for the direct investment fund, according to the timeline agreed upon in the equity investment agreement.
(3) Expenditure Scope. The direct investment fund is strictly for expenses related to the project’s organization, implementation, and research activities. This includes direct costs for human resources, equipment, materials, and sites.
Article 20 Investment Proportion
The direct investment fund, in principle, shall not exceed a 30% equity share in the invested enterprise and shall not be the largest shareholder or actual controlling party. The investment period shall generally span no more than 10 years.
For private enterprises, the combined equity share resulting from direct equity investments by national, provincial, municipal, and district financial funds shall not exceed 50% of their total equity.
Article 21 Equity Registration
The entrusted management agency shall ensure that the invested enterprise amends its articles of association and completes the change of registration within 30 calendar days from the date of investment, in accordance with the Company Law of the People’s Republic of China.
The district’s finance and science and technology authorities, along with the entrusted management agency, must establish a system for registering and managing equity from financial fund investments. Following the completion of the equity investment, the entrusted management agency must submit the equity investment agreement, business license, articles of association, equity change registration documents, proof of contribution, and other relevant materials to the district’s finance and science and technology authorities.
Chapter VI Project Management
Article 22 Project Ledger
The entrusted management agency and the invested enterprise must create and regularly update a ledger for the use of the direct investment fund, in accordance with relevant accounting regulations. This ledger should include updates on changes in the invested enterprise’s capital structure, business operations, and the fulfillment of the equity investment agreement. The entrusted management agency is required to submit a written report to the district’s finance and science and technology authorities by June of each year.
Article 23 Management Period
The project management period, in principle, shall not exceed 10 years (starting from the date stipulated in the equity investment agreement). Extensions are generally not allowed. If the direct investment fund cannot be exited as scheduled, the invested enterprise must apply to the entrusted management agency at least three months before the end of the project management period. After evaluation, the entrusted management agency will report to the Group Office, which will then forward the request to the Leading Group for discussion. Any extension granted shall not exceed one year per instance, with a maximum of two extensions allowed per project.
Article 24 Project Implementation
The invested enterprise must execute the project in strict accordance with the equity investment agreement. It is responsible for securing the necessary self-raised funds, equipment, facilities, and personnel required for project execution. The enterprise must also timely apply for a fund exit as per the equity investment agreement, register any scientific and technological achievements resulting from the project, and submit an annual progress report and audited financial report to the entrusted management agency. Additionally, the enterprise must promptly inform the entrusted management agency in writing in the event of the following:
(1) Changes in the equity ownership of the actual controller, project leader, or top five shareholders of the invested enterprise;
(2) Changes in the invested enterprise’s business name, registered address, legal representative, or other corporate information such as articles of association;
(3) Adjustments to the project’s research direction or methods that lead to changes in equipment or instruments, necessitating new purchases or leases;
(4) Changes in the core team members of the project;
(5) Any other matters that require reporting to the entrusted management agency.
Chapter VII Project Exit
Article 25 Exit Methods
The direct investment fund may exit through various means, including mergers and acquisitions, equity buybacks, negotiated transfers, initial public offerings (IPOs), and liquidation or dissolution. The district’s science and technology authority and the entrusted management agency shall negotiate the timing and method of exit with the invested enterprise, respecting the enterprise’s preferences. In principle, the exit shall be completed within 10 years.
Article 26 Exit Procedures
(1) If the invested enterprise is undergoing a merger, equity buyback, negotiated transfer, IPO, liquidation, or dissolution, it must submit a direct investment fund exit application to the entrusted management agency;
(2) The entrusted management agency will assess the timing of the exit based on financial fund management regulations and the equity investment agreement. If the conditions for exit are favorable, the entrusted management agency will promptly submit an equity exit plan to the Group Office. The office will have a professional institution audit the exit and forward the plan and audit results to the Leading Group for discussion.
Article 27 Determination of Transfer Price
The transfer price of the direct investment fund may be determined as follows:
(1) If the exit occurs within 5 years (including 5 years), the transfer price will be the original investment amount of the direct investment fund;
(2) If the exit occurs between 5 to 7 years (including 7 years), the transfer price will be the original investment amount of the direct investment fund plus earnings calculated based on the 1-year Loan Prime Rate (LPR) published by the National Interbank Funding Center (NIFC) for the corresponding month at the time of transfer (calculated from the day after the 5-year investment period ends);
(3) If the exit occurs after 7 years, the exit will be conducted based on market conditions.
Article 28 Distribution of Earnings
Assets and rights derived from the direct investment fund, including dividends, preferred stock dividends, etc., will be allocated according to relevant regulations and agreements. The entrusted management agency may reinvest the earnings in direct equity investment projects or have the district’s financial department manage the centralized submission of the earnings to the district’s treasury.
Article 29 Profit-Sharing Mechanism
For non-listed invested enterprises, the direct investment fund may offer concessions within the scope of its earnings, considering investment practices across different industries and types of enterprises. These concessions may include premium equity participation, preferential dividends, lower agreed exit return rates, or reduced equity buyback prices. The specific terms of these concessions shall be outlined in the equity investment agreement.
Article 30 Project Termination
The entrusted management agency has the right to initiate an exit in the following situations:
(1) The invested enterprise seriously violates national laws and regulations;
(2) The invested enterprise or responsible shareholder seriously breaches the equity investment agreement;
(3) The direct investment fund has been transferred to the invested enterprise’s account for over 6 months, but the enterprise has yet to commence substantive business activities;
(4) Significant changes occur in the project leader or business strategy of the invested enterprise, making it impossible to achieve the expected goals as agreed;
(5) The invested enterprise is listed as an abnormal operation or ordered to cease operations for more than 3 months by the market regulatory authorities;
(6) Other situations where the entrusted management agency deems it necessary to initiate an exit, subject to review and approval by the Leading Group.
After the entrusted management agency determines that an exit is necessary, it will submit a project exit plan to the Group Office. The Group Office will send a preliminary termination notice to the invested enterprise. If the enterprise disputes the contents of the preliminary notice, it must submit written objections and supporting materials within 5 working days for review by the Group Office.
If the exit is to proceed, the Group Office will commission a professional institution to conduct a special audit of the direct investment fund. The exit plan and audit results will be submitted to the Leading Group for discussion, after which the termination notice will be issued and relevant information publicly disclosed. If the audit requires the return of the direct investment fund, the invested enterprise must return the relevant funds to the account designated by the district’s science and technology authority within 30 days upon receipt of the notice.
Chapter VIII Evaluation and Supervision
Article 31 Self-Evaluation by the Entrusted Management Agency
The district’s science and technology authority shall enhance oversight and guidance of the entrusted management agency, focusing on the compliance of investment procedures. By the end of June of each year, the entrusted management agency must submit a report on the management of the direct investment fund for the previous year, as stipulated in the entrusted management agreement and the equity investment agreement. The report shall include, but is not limited to:
(1) The entrusted management agency’s institutional development, team configuration, and special account management status;
(2) The scale of the direct investment fund and the status of investment completion;
(3) The progress of projects undertaken by the invested enterprises, including economic and technical indicators and industrialization progress;
(4) The business performance and major business decisions of the invested enterprises, as well as audited financial reports;
(5) The status of fund exits and earnings, along with plans for future exits;
(6) The entrusted management agency’s post-investment management services provided to the invested enterprises.
Article 32 Confidentiality and Supervision
The invested enterprises and relevant project participants must strictly adhere to regulations on scientific integrity and technological confidentiality, to ensure proper protection of technical secrets. The entrusted management agency shall strengthen its routine supervision of the invested enterprises according to its responsibilities. If necessary, the invested enterprises shall provide relevant documents, such as contracts and financial statements as requested. The district’s finance and audit departments will generally conduct performance evaluations and audit supervision of the overall direct investment fund and the entrusted management agency. If necessary, the evaluation may be extended to the invested enterprises in accordance with the law. Onsite inspections shall be conducted according to relevant regulations and procedures, ensuring coordination to avoid imposing undue burdens on the invested enterprises and the entrusted management agency.
Article 33 Risk Prevention Measures
The entrusted management agency must regularly collect and monitor the production and business activities of the invested enterprises. If an invested enterprise or project is found to be in serious violation of laws and regulations, or if there are significant changes in the core management team or business strategy, the entrusted management agency should promptly report these matters to the district’s science and technology authority. The invested enterprises are strictly prohibited from using direct equity investments with district financial funds to implement or disguise government financing activities. Any external investments or guarantees made by the invested enterprises are considered autonomous business decisions.
Article 34 Due Diligence and Exemption from Liability
Proactive action, innovation, and pilot trials are encouraged. The Leading Group shall take the lead in being responsible and supportive of cadres who take on responsibilities. It is crucial to distinguish between mistakes made due to inexperience or from pioneering trials in reform initiatives and those made knowingly in violation of rules and laws. A distinction should also be made between errors made during exploratory experiments, where there were no clear restrictions, and violations committed after explicit prohibitions. Additionally, unintentional errors made in the pursuit of development should be differentiated from willful misconduct aimed at personal gain. These distinctions aim to create an enabling environment in which Party members and cadres are motivated and their creativity is unleashed to the full, helping them to liberate their minds, tackle challenges, pursue practical progress, and maintain integrity and innovation.
Article 35 Loss Management
The direct investment fund is included in the public finance assessment and evaluation system and is not subject to state-owned asset supervision. The direct investment fund managed by the entrusted management agency is assessed independently in the state-owned capital operation evaluation, not influenced by its benefits or losses. The district’s state-owned asset management department imposes no requirement on the entrusted management agency to preserve or increase the value of the direct investment fund. If a project invested by the direct investment fund results in overdue unrecovered funds, a transfer price below the principal, or bankruptcy liquidation of the invested enterprise without distributable assets and no other payment obligations under the equity investment agreement, such losses may be recognized as project asset losses with the approval of the Leading Group. These losses will not be included in the evaluation of the preservation and appreciation of state-owned assets and will be handled and written off according to legal and regulatory procedures.
Chapter IX Supplementary Provisions
Article 36 If an invested enterprise is simultaneously eligible for other district-level talent project support policies for the same project and for the same reason, and if the support methods are of the same type, only the policy with the highest support amount will apply.
Article 37 Projects that were selected under the district’s Leading Innovation and Entrepreneurship Teams prior to the issuance of these Measures will continue to receive support according to the original support methods. District-level Leading Entrepreneurship Teams and Leading Innovation Teams (including team leaders and core members) that are currently within the project implementation period are not eligible for the support provided under this policy.
Article 38 The policy provisions will be open for application based on the financial budget and operational circumstances of the current year. Specific details regarding the application process will be provided in the application notice.
Article 39 These Measures shall take effect from the date of issuance and will remain valid for 3 years. The execution period of the entrusted management agreement and equity investment agreements will be as stipulated in the agreements. The management of the invested enterprises will continue to be governed by the signed equity investment agreements. The Leading Group will remain in place and will not be dissolved due to organizational restructuring or personnel changes until all project exits are completed.