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| Several Opinions of the State Council on Promoting the Sustainable and Sound Development of Venture Capital | | 国务院关于促进创业投资持续健康发展的若干意见 |
| (No. 53 [2016] of the State Council) | | （国发〔2016〕53号） |
| The people's governments of all provinces, autonomous regions, and municipalities directly under the Central Government; all ministries and commissions of the State Council; and all institutions directly under the State Council: | | 各省、自治区、直辖市人民政府，国务院各部委、各直属机构： |
| Venture capital is an investment and financing method to realize the effective integration of technology, capital, talents, management and other innovation factors and startup enterprises, an important capital force to drive entrepreneurship and innovation among all the people, the engine to promote the transformation of new sci-tech innovation achievements, and an significant measure to implement new development concepts, carry out the innovation-driven development strategy, advance the supply-side structural reform, foster new development momentum, stabilize growth and expand employment. Over the recent years, China's venture capital has witnessed rapid development, and has not only expanded the investment and financing channels for startup enterprises, promoted the adjustment of economic structure and industrial transformation and upgrade and enhanced new momentum of economic development, but also raised the ratio of direct finance, motivated private investment to serve the real economy, triggered entrepreneurship and innovation, and promoted employment growth. But it is facing some problems such as incomplete laws, regulations and policy environment, and laggard building of regulatory systems and industrial credit systems, and there exist investment "bubbles" and hidden risks of illegal fund-raising. According to the decisions and arrangements of the Central Committee of the Communist Party of China (CPC) and the State Council, for the purpose of promoting the sustainable and sound development of venture capital, the following opinions are hereby offered. | | 创业投资是实现技术、资本、人才、管理等创新要素与创业企业有效结合的投融资方式，是推动大众创业、万众创新的重要资本力量，是促进科技创新成果转化的助推器，是落实新发展理念、实施创新驱动发展战略、推进供给侧结构性改革、培育发展新动能和稳增长、扩就业的重要举措。近年来，我国创业投资快速发展，不仅拓宽了创业企业投融资渠道、促进了经济结构调整和产业转型升级，增强了经济发展新动能，也提高了直接融资比重、拉动了民间投资服务实体经济，激发了创业创新、促进了就业增长。但同时也面临着法律法规和政策环境不完善、监管体制和行业信用体系建设滞后等问题，存在一些投资“泡沫化”现象以及非法集资风险隐患。按照党中央、国务院的决策部署，为进一步促进创业投资持续健康发展，现提出以下意见。 |
| I. General requirements | | 一、总体要求 |
| The term "venture capital" means an investment method by which equity investment is made in unlisted and growing startup enterprises in the process of establishment or re-establishment in expectation of capital gains mainly by way of stock right transfer after the invested startup enterprises become mature or relatively mature. The term "angel investment" means venture capital investment made by individuals with their own funds other than employees of the invested enterprises and the family members and lineal relatives thereof. In the development of all types of venture capital including angel investment, the following overall requirement shall be adhered to. | | 创业投资是指向处于创建或重建过程中的未上市成长性创业企业进行股权投资，以期所投资创业企业发育成熟或相对成熟后，主要通过股权转让获取资本增值收益的投资方式。天使投资是指除被投资企业职员及其家庭成员和直系亲属以外的个人以其自有资金直接开展的创业投资活动。发展包括天使投资在内的各类创业投资，应坚持以下总体要求： |
| (1) Guiding ideology. | | （一）指导思想。 |
| We shall firmly develop and implement the concept of innovative, coordinated, green, open and shared development, advance in priority the supply-side structural reform, deepening the implementation of the innovation-driven development strategy, vigorously advance entrepreneurship and innovation among all the people, enable the market to pay a decisive role in resource allocation, give a better play to the role of the government, further deepen the reform of the simplification of administrative procedures, delegation of powers, combination of decentralization and control, and optimization of services, constantly improve systems and mechanisms, improve policies and measures, strengthen overall arrangements and coordination as well as interim and ex-post supervision, create system, market and ecological environments promoting the development of venture capital, accelerate the forming of a good atmosphere helpful to the development of venture capital and the development pattern featuring the coordination and interaction of "entrepreneurship, innovation plus venture capital," further expand the size of venture capital, promote venture capital in becoming bigger, stronger and more excellent, foster a group of Chinese venture capital brands with international influence and competitiveness, and promote China's venture capital industry to top the world. | | 牢固树立和贯彻落实创新、协调、绿色、开放、共享的发展理念，着力推进供给侧结构性改革，深入实施创新驱动发展战略，大力推进大众创业万众创新，使市场在资源配置中起决定性作用和更好发挥政府作用，进一步深化简政放权、放管结合、优化服务改革，不断完善体制机制，健全政策措施，加强统筹协调和事中事后监管，构建促进创业投资发展的制度环境、市场环境和生态环境，加快形成有利于创业投资发展的良好氛围和“创业、创新＋创投”的协同互动发展格局，进一步扩大创业投资规模，促进创业投资做大做强做优，培育一批具有国际影响力和竞争力的中国创业投资品牌，推动我国创业投资行业跻身世界先进行列。 |
| (2) Basic principles. | | （二）基本原则。 |
| First, adhering to serving entities. Venture capital is an important means to improve investment structure and increase effective investment. To further deepen the reform of simplification of administrative procedures, delegation of powers, combination of decentralization and control and optimization of services, and innovate on supervision mode, importance shall be attached to the backbone role of enterprises, and the creativity and vigor of small and medium-sized enterprises shall be triggered through venture capital. With the support to the development of the real economy and helps to the development of startup enterprises as orientation, venture capital enterprises and venture capital management enterprises shall be guided in adhering to the concept of value investing, long-term investment and value investing shall be encouraged. The market risks which may be possibly caused by "bubble" investment valuation shall be prevented and resolved, the possible impact which the new momentum has in the process of growth on traditional sectors and industries shall be vigorously responded to; all conflicts shall be properly handled; more support shall be given to the real economy; the sustainability shall be improved, and an investment environment of "venture capital for entities" shall be created. | | 一是坚持服务实体。创业投资是改善投资结构、增加有效投资的重要手段。要进一步深化简政放权、放管结合、优化服务改革，创新监管方式，既要重视发挥大企业的骨干作用，也要通过创业投资激发广大中小企业的创造力和活力。以支持实体经济发展、助力创业企业发展为本，引导创业投资企业和创业投资管理企业秉承价值投资理念，鼓励长期投资和价值投资，防范和化解投资估值“泡沫化”可能引发的市场风险，积极应对新动能成长过程中对传统产业和行业可能造成的冲击，妥善处理好各种矛盾，加大对实体经济支持的力度，增强可持续性，构建“实体创投”投资环境。 |
| Second, adhering to specialized operations. With the market as orientation, private investment and market participants shall be fully motivated, play shall be given to the role of market rules, and private sectors shall be stimulated to innovate on modes so as to prevent homogeneous competition. Venture capital enterprises and venture capital management enterprises shall be encouraged to, based on their unique advantages, strengthen specialized investment concepts and strategies, deepen the innovation on internal systems and mechanisms, strengthen post-investment management and value-added services in respect of invested programs, constantly improve the specialized operations and management of the venture capital industry, and consolidate the foundation of the operations of "specialized venture capital." | | 二是坚持专业运作。以市场为导向，充分调动民间投资和市场主体的积极性，发挥市场规则作用，激发民间创新模式，防止同质化竞争。鼓励创业投资企业和创业投资管理企业从自身独特优势出发，强化专业化投资理念和投资策略，深化内部体制机制创新，加强对投资项目的投后管理和增值服务，不断提高创业投资行业专业化运作和管理水平，夯实“专业创投”运行基础。 |
| Third, adhering to credit orientation. With honesty as the basis and foundation of industrial prosperity and development, the development of the credit system of the venture capital industry shall be strengthened, a system of joint incentive for keeping faith and joint punishment for losing faith shall be established and improved, and venture capital enterprises and venture capital management enterprises shall be promoted in keeping honest and observing the law, faithfully performing the honesty obligations for investors, and creating a development environment of "honest venture capital." | | 三是坚持信用为本。以诚信为兴业之本、发展之基，加强创业投资行业信用体系建设，建立和完善守信联合激励和失信联合惩戒制度，促进创业投资企业和创业投资管理企业诚信守法，忠实履行对投资者的诚信义务，创建“信用创投”发展环境。 |
| Fourth, adhering to social responsibility. Centered on the mission of and social responsibility for advancing the building of an innovation-oriented country, supporting entrepreneurship and innovation among all the people, and promoting the adjustment of economic structure and industrial transformation and upgrade, the venture capital industry shall be promoted in conducting investment operations in strict accordance with the relevant state laws, regulations and the relevant industrial policies, according to the principle of market orientation and rule of law, the healthy competition and green development of venture capital shall be promoted, a good market order shall be jointly maintained, and a value concept of "responsible venture capital" shall be developed. | | 四是坚持社会责任。围绕推进创新型国家建设、支持大众创业万众创新、促进经济结构调整和产业转型升级的使命和社会责任，推动创业投资行业严格按照国家有关法律法规和相关产业政策开展投资运营活动，按照市场化、法治化原则，促进创业投资良性竞争和绿色发展，共同维护良好市场秩序，树立“责任创投”价值理念。 |
| II. Fostering diversified venture capital entities. | | 二、培育多元创业投资主体 |
| (3) Accelerating the development and forming of a system consisting of distinctive and vigorous venture capital institutions. All types of institutional investors and individuals shall be encouraged to establish venture capital enterprises in the form of a company or partnership in accordance with the law. Industrial backbone enterprises, startup incubators, industrial (technology) innovation centers, startup service centers, insurance assets management institutions and other relevant institutions with rich startup and innovation resources shall be encouraged to participate in venture capital investment. Individuals with capital strength and management experience shall be encouraged to engage in venture capital investment by establishing one-man companies in accordance with the law. The development of venture capital funds of funds featuring market-oriented operations and specialized management shall be encouraged and regulated. (The National Development and Reform Commission, the Ministry of Science and Technology, the Ministry of Industry and Information Technology, the Ministry of Human Resources and Social Security, the Ministry of Commerce, the State-Owned Assets Supervision and Administration Commission of the State Council, the State Administration for Industry and Commerce, the China Banking Regulatory Commission, the China Securities Regulatory Commission and the China Insurance Regulatory Commission shall be responsible according to the division of functions) | | （三）加快培育形成各具特色、充满活力的创业投资机构体系。鼓励各类机构投资者和个人依法设立公司型、合伙型创业投资企业。鼓励行业骨干企业、创业孵化器、产业（技术）创新中心、创业服务中心、保险资产管理机构等创业创新资源丰富的相关机构参与创业投资。鼓励具有资本实力和管理经验的个人通过依法设立一人公司从事创业投资活动。鼓励和规范发展市场化运作、专业化管理的创业投资母基金。（国家发展改革委、科技部、工业和信息化部、人力资源社会保障部、商务部、国务院国资委、工商总局、银监会、证监会、保监会按职责分工负责） |
| (4) Vigorously encouraging all types of individuals including angel investors to engage in venture capital investment. The establishment of all types of platforms and organizations such as charitable angel investors' leagues shall be encouraged, the group of angel investors shall be fostered and grown, the information exchange and cooperation between angel investors and startup enterprises as well as venture capital enterprises shall be promoted, and a good atmosphere for angel investment shall be created, so as to promote the development of the angel investment undertaking. The internet equity financing platforms shall be regulated and developed to provide information and technology services to all types of individuals directly investing in startup enterprises. (The National Development and Reform Commission, the Ministry of Science and Technology and the China Securities Regulatory Commission shall be responsible according to the division of functions) | | （四）积极鼓励包括天使投资人在内的各类个人从事创业投资活动。鼓励成立公益性天使投资人联盟等各类平台组织，培育和壮大天使投资人群体，促进天使投资人与创业企业及创业投资企业的信息交流与合作，营造良好的天使投资氛围，推动天使投资事业发展。规范发展互联网股权融资平台，为各类个人直接投资创业企业提供信息和技术服务。（国家发展改革委、科技部、证监会按职责分工负责） |
| III. Expanding sources of funds for venture capital from various channels | | 三、多渠道拓宽创业投资资金来源 |
| (5) Vigorously fostering and developing qualified investors. On the premise of controllable risks and safe liquidity, central enterprises, local state-owned enterprises, insurance companies, university funds and all types of institutional investors shall be supported in investing in venture capital enterprises and venture capital funds of funds. Trust companies shall be encouraged to observe the concepts of value investing and long-term investment, make full use of the advantages in making venture capital investment and granting loans, vigorously explore new products and new modes, and provide comprehensive, customized financial, investment and financing services to startup enterprises. Qualified individual investors shall be fostered, and individuals with the ability to identify risks and bear risks shall be supported in participating in venture capital enterprises. (The National Development and Reform Commission, the Ministry of Finance, the State-Owned Assets Supervision and Administration Commission of the State Council, the China Banking Regulatory Commission, the China Securities Regulatory Commission and the China Insurance Regulatory Commission shall be responsible according to the division of functions) | | （五）大力培育和发展合格投资者。在风险可控、安全流动的前提下，支持中央企业、地方国有企业、保险公司、大学基金等各类机构投资者投资创业投资企业和创业投资母基金。鼓励信托公司遵循价值投资和长期投资理念，充分发挥既能进行创业投资又能发放贷款的优势，积极探索新产品、新模式，为创业企业提供综合化、个性化金融和投融资服务。培育合格个人投资者，支持具有风险识别和风险承受能力的个人参与投资创业投资企业。（国家发展改革委、财政部、国务院国资委、银监会、证监会、保监会按职责分工负责） |
(6) Establishing an interaction mechanism of equity, debt, etc. According to the principle of compliance with the laws and regulations, controllable risks and commercial sustainability, a mechanism of long-term and market-oriented cooperation between venture capital enterprises and all types of financial institutions shall be established, the threshold for commercial insurance funds to enter the venture capital field shall be further lowered, the development of such new modes as interaction between investment and financing, interaction between investment and insurance, and interaction between investment and debt shall be promoted, more investment and financing support shall be constantly given to venture capital enterprises. The establishment of the systems relating to "firewall" shall be strengthened to effectively prevent moral hazards. Banking financial institutions shall be supported in vigorously, steadily and properly conducting merger and acquisition loan business, and improve the financial services to merger and restructuring of startup enterprises. The interaction between investment and financing of banking financial institutions shall be improved, the pilot program of interaction between investment and financing shall be steadily and properly advanced in an orderly manner, and the innovation on the financial service mode of interaction between investment and financing shall be promoted. Venture capital enterprises and the shareholders thereof shall be supported in, in accordance with the laws and regulations, issuing corporate bonds and other debt financing instruments to raise finance and improve investment ability. (The National Development and Reform Commission, the Ministry of Science and Technology, the People's Bank of China, the China Banking Regulatory Commission, the China Securities Regulatory Commission, and the China Insurance Regulatory Commission shall be responsible according to the division of functions)
．．．．．． | | （六）建立股权债权等联动机制。按照依法合规、风险可控、商业可持续的原则，建立创业投资企业与各类金融机构长期性、市场化合作机制，进一步降低商业保险资金进入创业投资领域的门槛，推动发展投贷联动、投保联动、投债联动等新模式，不断加大对创业投资企业的投融资支持。加强“防火墙”相关制度建设，有效防范道德风险。支持银行业金融机构积极稳妥开展并购贷款业务，提高对创业企业兼并重组的金融服务水平。完善银行业金融机构投贷联动机制，稳妥有序推进投贷联动业务试点，推动投贷联动金融服务模式创新。支持创业投资企业及其股东依法依规发行企业债券和其他债务融资工具融资，增强投资能力。（国家发展改革委、科技部、人民银行、银监会、证监会、保监会按职责分工负责）
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