Equity investment cooperation agreement

Equity investment cooperation agreement

Party A: NJ Gaoxin Venture Capital Co., Ltd.

Address: 8th Floor, No.1 Building, NJ High-tech Zone

Zip code:

Legal representative:

Party B: Shenzhen ***** Co., Ltd.

Address: Futian District, Shenzhen

Zip code: 518040

Legal representative:

In accordance with the relevant laws and regulations of the country and in accordance with the principles of equality, mutual benefit, fairness and justice, honesty and trustworthiness, and win-win and mutual prosperity, both Party A and Party B shall give full play to the advantages of both parties and jointly reach the following cooperation clauses in the field of venture capital.

First, the purpose of cooperation

1. Both Party A and Party B establish long-term strategic cooperation.

2. Integrate the resources of both parties and establish a private equity investment fund.

Party A has a dominant position in the local and regional economy. In order to implement the national economic development goals of guaranteeing growth and promoting employment, promote the upgrading of local leading industries, optimize the investment environment, and guide the development direction of venture capital, it is necessary to vigorously develop venture capital; Party B is a professional venture capital and venture capital management company, providing pre-market financing and restructuring services for its enterprises. Its team has rich experience in project analysis and judgment, and has a wealth of project sources. Currently, it has four limited partnership private placements under its management. The fund is running well and has been involved in investment activities in various domestic industries. Party B can give full play to its own advantages and provide necessary investment services for the target enterprises, including making up for the shortcomings of the planned or invested SMEs in strategic planning, standardized management, human resources, financial management, and product marketing.

In order to fully mobilize Party B's team management advantages and business expertise in fund management, both parties will work together to establish a venture capital fund to promote the rapid development of small and medium-sized high-tech enterprises in the local or regional regions.

Second, the way of cooperation

1. The two parties agree to participate in and establish a limited partnership enterprise (hereinafter referred to as partnership enterprise) in accordance with the Law of the Partnership Enterprise of the People's Republic of China (hereinafter referred to as the Partnership Enterprise Law). Except as provided in this Agreement, the rights and obligations of each Partner shall be in accordance with the provisions of the Partnership Enterprise Law.

2. Party A, as a government venture capital guiding fund, acts as a limited partner and uses the advantageous social resources it controls to assist the partnership to find quality investment projects and ensure that relevant legal procedures and matters are properly completed by the administrative department. And actively strive for preferential policies such as taxation.

3. Party B is a general partner and is responsible for the search, selection and evaluation of investment projects, investment negotiation and transaction design, value-added services and supervision after investment, post-investment management and exit planning. And help investment companies to develop development strategies and serve as corporate management consultants.

4. In addition to the capital contribution of Party A and Party B, other natural persons or legal persons shall contribute as the limited partner to commit the remaining amount in the capital raised by the capital agreement.

5. Name of the partnership: NJ**** High-tech Venture Capital Enterprise (Limited Partnership) [hereinafter referred to as Partnership],

The English name is: NJ CDF- SND Venture Capital L.P..

Registered place: China··NJ High-tech Zone.

Third, the specific content of cooperation

 1. The two parties agreed that the target fund raising amount is 600 million yuan, and the first phase fund size is 200 million yuan. After the two parties have invested 50 million yuan (ie Party A 4800 yuan, Party B 2 million yuan) can register the partnership. Thereafter, the funds for LP were raised by means of capital increase. The partnership shall raise at least RMB 100 million within six months from the date of registration of the business license. The total amount of the first phase of the fund shall not be less than 100 million yuan in the first phase. Otherwise, it will be returned to the partners in accordance with the capital contribution ratios stipulated in paragraphs 3 and 4 of this Article or other supplementary methods agreed upon. If it reaches 100 million yuan, the partnership enterprise can carry out investment operations and collect management fees and other fees according to the relevant provisions of the partnership agreement of the partnership enterprise; if the amount of the fundraising is insufficient or exceeds the scale, the partnership enterprise is actually in place within six months. If the funds are insufficient or exceed 100 million yuan, the amount of funds shall be adjusted according to the proportion of capital contribution stipulated in paragraphs 3 and 4 of this Article. Both Party A and Party B shall increase or decrease their holdings in proportion to the proportion of capital contribution, and carry out industrial and commercial changes. The scale of the second and third phases of the fund is RMB 200 million, respectively, and the operation method is the same as that of the first phase.

2. Partner composition: The partner includes a natural person and a legal person, and is composed of a general partner and a number of limited partners.

3. General partner and its capital contribution: The general partner of the partnership enterprise is Shenzhen *** Investment Co., Ltd., the amount of funds is 2 million yuan, accounting for 1% of the target partnership amount; the final amount of funds is raised according to the partnership. The actual funds in place and the proportion of capital contribution will be increased or reduced, and the joint venture debts will bear unlimited joint liability.

4. Limited partners and their capital contribution: The limited partner of the partnership enterprise consists of two parts. Party A's capital amount is 48 million yuan, accounting for 24% of the target partnership amount; the final capital amount is based on the actual capital of the partnership enterprise. And the proportion of investment is increased or reduced. The remaining limited partners (natural persons or legal persons) shall contribute a total of 75% of the target fund-raising amount; each limited partner shall have a minimum commitment amount of not less than RMB 5 million, and shall bear limited liability for the partnership enterprise with the amount of funds actually paid. responsibility.

5. Fund raising and arrival period: Except for the target fund-raising ratio promised by both parties, the other targets will be funded by both parties, and the fund-raiser will complete the first fund of 100 million yuan within 6 months. Capital injection above RMB.

6. Cooperation area: Party A and Party B agree that the investment target will give priority to small and medium-sized high-tech enterprises in NJ region, and the proportion of funds invested in NJ High-tech Zone will be no less than 30%. Other investment areas and directions are not limited.

7. Both Party A and Party B agreed to establish the following mechanisms to ensure the smooth progress of cooperation.

1) Establish an information exchange mechanism. For major projects to be invested and financed, relevant policies and regulations and financial market information shall be communicated in a timely manner, and services shall be provided for the collection, publication and tracking of information by the partners.

2) Establish a daily work contact mechanism. Regular coordination meetings will be held to timely communicate, coordinate and research problems that may arise in long-term cooperation to ensure the smooth development of business cooperation.

Fourth, investment project management

1. The investment strategy of the partnership enterprise is based on capital operation, with venture capital and enterprise equity investment (mainly pre-IPO equity investment) as a means to mobilize Party A's administrative resources advantage and leverage Party B's business advantages to help target small and medium-sized enterprises. The rapid growth of enterprises has helped the industrial upgrading of the region and related regions.

2. The investment direction of the partnership enterprise has the following conditions, and in the near future (generally within 2 years), the mature enterprise can be restructured: the product (or service) has core competitiveness, the product market has sufficient expansion power, and the management team has Very strong combat, with high-tech, high-growth characteristics.

3. Investment areas: new energy, new materials, new services, new IT (including communication networks), new environmental protection, new agriculture, new manufacturing (with technological content or marketing innovation), new physical intelligence (medical medical health and cultural education) .

4. The investment forms of the partnership include:

1) subscribe for new shares of unlisted companies;

2) Transfer the original shares of unlisted companies;

3) Convertible bonds of unlisted enterprises, etc.;

4) The partnership enterprise shall implement the investment in its own name. However, under special circumstances, with the majority consent of the partner conference, the partnership company may entrust an institution that can acquire and hold the equity of the target company that meets the investment requirements of the partnership.

5. The partnership has moderately diversified investment. The investment in a single project does not exceed 25% of the total assets of the partnership. In particular, the investment amount can be increased, subject to the majority consent of the partner conference.

6. Partnerships may not invest in:

1) ordinary tradable shares of listed companies (secondary market stocks);

2) Start-ups with uncertain development prospects (new technology entrepreneurs are in the incubation period).

7. The partnership enterprise should not seek the controlling position in the invested enterprise, and does not seek the daily operation and management of the invested enterprise, but should provide the investment enterprise with the best possible investment services, including promptly supervising and supporting the business of the invested enterprise. Development and restructuring.

8. Prohibited matters: Unless agreed by all partners, Party B shall not use the partnership funds to engage in investment activities other than those stipulated in this Agreement and subject to national laws and regulations; may not misappropriate the partnership funds or lend the partnership funds to others; Investment equity pledge financing; may not be externally guaranteed in the name of a partnership enterprise; may not use the partnership enterprise to sign any transaction contract (except for the intermediary service contract required by the partnership enterprise); may not use the partnership enterprise to borrow foreign debts; and may not engage in other matters that harm the interests of the partnership enterprise.

9. Party B and its representatives shall perform their duties within the scope authorized by the partnership enterprise in accordance with the terms of this agreement. When Party B and its representatives go beyond the scope of authorization of the partnership to perform their duties, or cause losses to the partnership due to intentional or gross negligence in the course of performing their duties, they shall be liable for compensation according to law.

V. Implementation and execution authority of partnership affairs

1. The partnership enterprise is the executive partner of the partnership enterprise by the general partner, and the designated *** is the representative. On behalf of the partnership enterprise, the investment contract is signed externally, the investment operation activities are carried out, and the partnership business and daily affairs management are also responsible.

2. The management team of the general partner assists in the execution of the investment business of the partnership.

3. The implementing partner performs partnership business including but not limited to:

1) Appointing representatives to sign documents on behalf of the partnership; managing and disposing of the property of the partnership in accordance with the terms of this agreement; hiring agents, employees, brokers, lawyers and accountants to provide intermediary services for the management of the partnership business;

2) file a lawsuit or respond to the decision of the interests of the partnership; compromise, settle, and arbitrate with the other party to resolve the disputes related to the partnership; take all necessary actions to ensure the property security of the partnership and reduce the partnership Possible risks to the limited partners, general partners and their property in the business activities of the company.

4. The representative appointed by the executive partner or the investment adviser hired by it and the representative appointed by Party A form a partnership investment decision-making committee, which constitutes the highest investment decision-making body of the partnership. The designated representative of the executing partner is responsible for convening the investment decision-making committee. meeting. All members of the investment decision-making committee participate in the investment decision of the investment project and determine the equity transfer of the investment project on the principle of unanimous approval.

5. Party A shall also appoint a project manager to participate in the relevant work of Party B's investment banking department. The basic salary and various benefits of the project manager appointed shall be borne by Party A. The project manager and Party B investment bank jointly explore outstanding projects, raise partnership funds, participate in project management, and enjoy the rights and interests stipulated in the incentive mechanism of the partnership.

6. The executive partner of the partnership and the investment team led by him are responsible for the discovery, selection, project and due diligence of the investment project, making investment proposals, participating in investment decisions, investment management and proposing equity transfer plans.

7. A limited partner does not perform a partnership business and may not represent a limited partnership.

Sixth, the term of the partnership

The partnership has a partnership period of 8 years, including a basic partnership period of 6 years and a renewal partnership period of 2 years.

VII, equity exit

1. The equity invested by the partnership enterprise is liquidated through the listing and circulation, purchased by strategic investors, and transferred by equity.

2. All funds (realized funds) realized from investment projects are used for distribution.

8. Funds custody of partnerships

1. The partnership enterprise shall establish a custodial account at the institution designated by the custodian bank. All partnership funds and investment income recovered from the equity of the transferred investment project shall be remitted to the custodial account, and the custodian bank shall deposit funds for the partnership enterprise in accordance with the custodial agreement. Agreement to supervise.

2. The partnership enterprise shall sign the Property Custody Agreement with the custody bank, and stipulate the supervision methods and supervision requirements of the partnership enterprise property.

9. Creation fees, management fees and performance compensation

1. Creation fee: After the establishment of the partnership enterprise, the partnership enterprise will withdraw 0.5% of the target partnership amount from the funds received to the account, as the establishment fee of the partnership enterprise, for the industrial and commercial registration of the partnership enterprise, partnership verification, office leasing, Office equipment, office expenses, fundraising and promotion.

2. During the partnership period, as the general partner provides investment services to the partnership, performs partnership affairs on behalf of the partnership, and performs duties, the executive partner withdraws the management fee according to the proportion of the actual partnership amount R (Note: basic partnership period) R = 2.0% / year, renewal partnership period R = 1.0% / year).

3. During the term of the partnership, after each equity investment project is realized and the cost of the partnership enterprise is paid out, the partnership company preferentially returns the actual partnership funds to the partners according to the capital contribution ratio, and when the investment surplus occurs (that is, all the refunds are paid out) After the capital has a balance, the company will receive performance compensation and additional performance rewards based on 20% of the investment surplus:

Performance Remuneration Distribution and Performance Reward:

1) The average annual rate of return of the partnership enterprise does not reach 8%, and the investor distributes the income according to the equity ratio;

2) When the average annual rate of return of the partnership reaches and exceeds 8%, the implementing partner, Party B, deducts the performance compensation according to the criteria determined in the following cash distribution order:

The limited partner recovers the capital contribution according to the original capital contribution

The general partner recovers the capital contribution according to the original capital contribution

Limited partners recover 8%/year of basic income based on original capital contribution

The general partner recovers 8%/year of basic income based on the original capital contribution

The portion of the annual yield between 8% and 10% is collected by the general partner as a performance reward.

When the annual yield exceeds 10%, the general partner shall calculate the performance remuneration based on 20% of the total income, and the residual income shall be distributed by all investors according to the equity ratio.

3) Performance reward: When the annual rate of return exceeds 80%, the annual rate of return exceeds 80% and the performance bonus is calculated by 10%. All investors pay to the general partner.

The specific distribution method is subject to the Partnership Agreement.

4. When the initial fund of the first phase of the fund is less than RMB 50 million, the funds in place can be used to subscribe for short-term (three months) stable wealth management products of commercial banks. The investment income generated by the short-term financial management is limited. The proportion of the partner’s actual capital contribution is allocated.

X. Supplementary rules

1. This agreement can only be opened to relevant parties when it is needed for fundraising.

2. Party A gives full play to its own resource advantages. Party B gives full play to its investment management advantages and leverages the leverage of the capital market on the basis of the cooperation between the funds of the two parties to promote the cooperation between the two parties in a more intensive direction. The investment field achieves a win-win situation.

XI. Agreement takes effect and others

1. The specific cooperation matters involved in this agreement shall be clarified by a separate supplementary agreement signed by both parties. This agreement and the supplemental agreement constitute an inseparable whole and serve as the legal basis for cooperation between the two parties. In the event of a dispute arising from the performance of this Agreement, Party A and Party B may settle the dispute through friendly negotiation. If the negotiation fails, the lawsuit shall be filed in the People's Court of Huqiu District, NJ City.

2. The agreement takes effect

This Agreement shall become effective immediately upon signature and seal of the legal representative or authorized representative of both parties.

3. This agreement is in quadruplicate, and both parties shall hold two copies.

Party A: NJ High-tech Venture Capital Co., Ltd. Party B: Shenzhen ***