I. Basic Principles of Selection
Principle of Fairness, Impartiality, and Openness: Selection shall be conducted in accordance with unified work rules, selection criteria, and scoring standards to ensure equal opportunities for all applicant management institutions under the same conditions.
Principle of Compliance with Laws and Regulations: The selection work shall strictly implement national laws and regulations, industry supervision requirements, and relevant policies, and be carried out in accordance with laws and regulations.
Principle of Abiding by Market Laws: Abide by market laws, expand selection channels, and select high-quality fund management institutions that match the fund’s investment direction, possess excellent management qualifications, strong management capabilities, and rich investment experience for cooperation.
II. Basic Information of the Industrial Special FoF
Investment methods include investing through the establishment of industrial sub-funds or direct investment in projects. The amount of direct project investment shall generally not exceed 30% of the actual investment amount of the Industrial Special FoF.
The proportion of capital subscribed by the Industrial Special FoF in an industrial sub-fund shall not exceed 30% of the scale of the industrial sub-fund, and the investment amount in a single direct-investment project shall not exceed 20% of the total paid-in capital of the Industrial Special FoF.
III. Requirements for the Establishment of Industrial Sub-Funds
(I) Basic Requirements
The fundraising, establishment, and investment operation of the industrial sub-fund shall comply with the requirements of relevant laws, regulations, and self-regulatory rules in the industry.
The industrial sub-fund shall complete product registration with the Asset Management Association of China (AMAC) in accordance with regulations and operate in compliance with laws and regulations.
The industrial sub-fund shall directly invest in targets that meet the investment direction and other relevant requirements of the Industrial Special FoF.
The industrial sub-fund shall be registered within Jiangsu Province.
[Revised] Direct project investment of the industrial sub-fund: The scale of the industrial sub-fund shall not be less than RMB 500 million; the establishment of industrial sub-funds with a scale of over RMB 1 billion is encouraged. The total capital contribution ratio of governments at all levels shall not exceed 50%.
Other requirements stipulated by laws, regulations, and policies.
(II) Duration
(III) Investment Region
The industrial sub-fund shall be registered within Jiangsu Province.
The amount invested by the industrial sub-fund in Jiangsu Province shall not be less than the total capital contribution of governments at all levels, and the proportion of the amount directly invested in enterprises within Jiangsu Province shall not be less than 70%.
[Revised] The following circumstances shall be recognized as investments in enterprises within Jiangsu Province:
(1) Enterprises directly registered in Jiangsu Province;
(2) Enterprises that relocate their registered address to Jiangsu Province after investment (the relocation shall occur during the fund’s duration);
(3) Enterprises that establish subsidiaries to locate their main production bases, regional headquarters, R&D centers, sales centers, operation centers, etc., in Jiangsu Province (with substantial business activities);
(4) Enterprises acquired by enterprises registered in Jiangsu Province (controlling acquisition and included in the consolidated financial statements).
When other funds managed by the management institution of this industrial sub-fund (affiliated funds) invest in enterprises within Jiangsu Province, 80% of the actual investment amount shall be included in the investment recognition scope.
The amount of affiliated funds included in the recognition scope shall not exceed the amount of this industrial sub-fund included in the recognition scope; and the amount of direct investment of this industrial sub-fund in enterprises within Jiangsu Province shall not be less than the total capital contribution of governments at all levels in the province.
The investment behavior of affiliated funds of this industrial sub-fund that can be included in the calculation shall meet the following requirements simultaneously:
(1) The investment method is equity investment;
(2) The investment behavior occurs during the investment period of this industrial sub-fund;
(3) The investment direction is strategic emerging industries or future industries, and shall conform to the investment field catalog of the Provincial FoF;
(4) If the fund manager manages multiple funds within the strategic emerging fund cluster, each eligible investment behavior shall be calculated only once and shall not be calculated repeatedly.
Calculation of bonus items: If this industrial sub-fund directly invests in an enterprise within the province and the enterprise grows into a national-level "Little Giant" enterprise (specialized, refined, distinctive, and innovative) during the fund’s duration, the recognized amount of reinvestment shall be calculated as 150% of the fund’s investment amount; if an enterprise invested in by this industrial sub-fund is listed on a domestic or foreign stock exchange during the fund’s duration, the recognized amount of reinvestment shall be calculated as 200% of the fund’s investment amount.
[Revised] Actively attract national-level funds, National Social Security Fund, central enterprises, financial asset investment companies of large state-owned commercial banks, overseas sovereign funds, internationally renowned investment institutions, and industry leaders to participate in the fund’s capital contribution or management. For those with a relatively high capital contribution ratio or as the largest capital contributor, the recognized amount of reinvestment may, within the above framework and in combination with relevant management regulations, include the investment in enterprises within Jiangsu Province by funds managed by management institutions (affiliated institutions) that are under the same actual controller as the fund’s management institution (direct investment in enterprises within Jiangsu Province by central enterprises and industry leaders may also be included). The conversion ratio and relevant requirements shall be implemented with reference to the provisions on affiliated funds in Items 4 and 5 of this Article. The specific recognition and calculation methods shall be clearly stipulated in the fund establishment plan and partnership agreement.
The amount invested by the industrial sub-fund in projects within Nanjing shall not be less than 1.2 times the actual capital contribution of the Industrial Special FoF. The following circumstances shall be recognized as investments in projects within Nanjing:
(1) Enterprises registered in Nanjing;
(2) Enterprises outside Nanjing that relocate their registered address to Nanjing;
(3) Enterprises outside Nanjing that establish subsidiaries or R&D and production bases in Nanjing (with substantial business activities);
(4) Enterprises outside Nanjing that are merged or controlled by enterprises registered in Nanjing;
(5) After the establishment of the sub-fund, other funds managed by the sub-fund manager during the same period or other funds managed by institutions under the same actual controller as the sub-fund manager invest in enterprises registered in Nanjing or enterprises outside Nanjing that relocate their registered address to Nanjing (this reinvestment circumstance shall be calculated only once and shall not be calculated repeatedly in multiple funds).
Among the above, for the circumstances involving relocation of registered address to Nanjing as specified in Items (2) and (5), the calculation may be based on 1.2 times the investment amount in the introduced enterprise; for the reinvestment amount in Item (3), the calculation shall be based on the higher of the total investment amount in projects within Nanjing or the paid-in registered capital; for other circumstances, the calculation shall be based on the investment amount.
The recognized amounts of investment in enterprises within Jiangsu Province and enterprises within Nanjing shall be calculated separately in accordance with the above requirements.
In principle, no investment shall be made in overseas projects. If it is really necessary to invest in overseas projects, the management institution of the industrial sub-fund shall conduct strict review and fully demonstrate the necessity and compliance of capital outflow and capital security guarantee measures.
(IV) Management Fee
Investment period: Not exceeding 1.5% of the fund’s paid-in scale per year;
Exit period: Not exceeding 1.5% of the original investment cost of unexited projects per year;
Extension period and liquidation period: No management fee shall be charged;
A retrospective adjustment mechanism for management fees shall be established. At the end of the investment period, the uninvested funds of the fund shall be returned and handled as capital reduction, and the overcharged fund management fees shall be returned in a timely manner or offset against the management fees of the exit period.
(V) Hurdle Rate and Performance Fee
(VI) Negative List
Engaging in guarantee, mortgage, entrusted loan, and other related businesses;
Investing in secondary market stocks, futures, real estate, securities investment funds, corporate bonds, trust products, wealth management products, insurance plans, and other financial derivatives;
Providing sponsorships or donations to any third party;
Absorbing or disguisedly absorbing deposits, or providing loans or fund lending to third parties;
Conducting external investments with unlimited joint and several liability;
Illegally raising funds by issuing trust or collective wealth management products;
"Equity in name but debt in reality" or "Fund in name but deposit in reality";
Investing in projects prohibited, restricted, or non-compliant with national industrial policies;
Using fund investment as a preferential condition for investment promotion;
Other businesses prohibited by national laws and regulations.
(VII) Management and Operation Requirements
The management institution of the Industrial Special FoF shall compile an investment field catalog under the guidance of Jiangsu Gaotou Strategic Emerging Private Equity Fund Management Co., Ltd. (hereinafter referred to as the "Provincial FoF Management Institution"), and the industrial sub-fund shall conduct investment in accordance with the investment field catalog.
The industrial sub-fund shall perform the pre-compliance review procedure before project investment and submit compliance review materials to the management institution of the Industrial Special FoF. All investment projects of the industrial sub-fund shall be reviewed by the Provincial FoF Management Institution to confirm compliance with the investment field catalog. The pre-compliance review shall focus on policy objectives, investment fields, project risks, etc.
The review materials shall specifically include:
(1) Compliance review form for the proposed investment project;
(2) Due diligence report and investment proposal for the proposed investment project;
(3) Decision-making documents of the Investment Decision-Making Committee (if any);
(4) Other important business materials.
[Revised] The management institution of the Industrial Special FoF shall appoint one member to the Investment Decision-Making Committee of the industrial sub-fund. This member shall participate in the investment decision-making of the industrial sub-fund and supervise and manage the capital security of the industrial sub-fund. In principle, fund transfer instructions of the industrial sub-fund with an amount of RMB 500,000 or more shall be executed only after being sealed by the municipal-level management institution of the Industrial Special FoF or signed by the authorized member.
If the total investment amount of an investment project of the industrial sub-fund reaches RMB 5 billion or more, it shall be submitted to the Provincial FoF Management Institution for pre-review. All investment projects of the industrial sub-fund shall be reviewed by the Provincial FoF Management Institution to confirm compliance with the investment field catalog.
The industrial sub-fund shall select a commercial bank with custody qualifications as the custodian institution. The custodian institution shall be selected through public selection and shall take effect after being reviewed and approved by the partners’ (shareholders’) meeting of the industrial sub-fund. In addition, the custodian bank accounts of the industrial sub-fund (including fund-raising accounts, custody accounts, etc.) shall be directly connected to the Provincial FoF investment management system and the central database system of the Venture Capital Group, and the fund-related capital transactions shall be synchronized in a timely manner to ensure the timely synchronization of data.
The management institution of the industrial sub-fund shall regularly update the investment and operation status of the fund in the Provincial FoF investment management information system and the digital system of Nanjing Innovation and Venture Capital Group.
The management institution of the Industrial Special FoF shall conduct an annual assessment and evaluation of the industrial sub-fund. The actual management fee accrued by the industrial sub-fund each year shall be 80% of the management fee payable for that year. Of the remaining 20%, 10% of the management fee payable for that year shall be linked to the annual assessment and evaluation result, and shall not be accrued if the annual assessment and evaluation grade is "Poor"; the other 10% shall be accrued in a lump sum upon fund liquidation, and shall not be accrued if the principal is not fully recovered upon fund liquidation. The specific implementation measures for assessment and evaluation shall be formulated separately by the management institution of the Industrial Special FoF.
[Newly Added] The management fee of the industrial sub-fund shall be mainly used for expenses related to the fund’s investment and operation management, including the personnel salaries of the management team, daily office expenses, and expenses for engaging third parties to conduct investment due diligence. Expenses that should be covered by the fund management fee shall not be charged to the fund.
[Newly Added] The manager of the industrial sub-fund shall strictly implement the requirements of the investment decision and invest in the project. If significant changes occur to the proposed investment project before the signing of the investment agreement, the investment decision-making procedure shall be re-implemented.
[Newly Added] The manager of the industrial sub-fund shall strengthen the post-investment management of invested projects, promptly grasp the business development status of the projects through regular and irregular visits and tracking of financial and operational information, and control investment risks. If any abnormal situation is found, it shall be reported in a timely manner and measures shall be taken to prevent and resolve relevant risks.
[Newly Added] The manager of the industrial sub-fund shall establish and improve an internal control system for integrity in business operations covering all businesses and links, and formulate specific and effective pre-prevention systems, in-process control measures, and post-accountability mechanisms.
[Newly Added] The manager of the industrial sub-fund shall actively practice Chinese-characteristic financial culture, strengthen the construction of integrity culture and the full-cycle management of staff, and organize integrity training and education annually.
The management institution of the Industrial Special FoF shall conduct annual supervision and inspection and special supervision and inspection on the industrial sub-fund, and the Provincial FoF Management Institution may conduct comprehensive re-examination or random inspection.
IV. Application Requirements for Management Institutions and Management Teams
(I) Requirements for Management Institutions
The institution shall be registered with the Asset Management Association of China (AMAC).
【Revised】In principle, the institution or its controlling shareholder/actual controller shall be a leading institution in the private equity and venture capital industry or a leading institution in a specific sector (having been listed among the top 50 early-stage investment institutions, venture capital institutions, private equity investment institutions, state-owned investment institutions, or institutions in specific sectors in relevant rankings in the past three years; the relevant rankings shall be interpreted and dynamically managed by the Provincial Fund of Funds).
Registered in Chinese mainland, with a paid-in registered capital of not less than RMB 10 million, which shall be commensurate with the scale of the funds under its management.
For the industrial sub-fund organized as a limited partnership, the institution’s capital contribution ratio shall not be less than 1% of the fund’s subscribed scale and not less than RMB 5 million.
【Revised】Possessing sound fund-raising capabilities and exit performance. The total subscribed scale of private equity and venture capital funds managed by the institution and/or its holding subsidiaries shall be not less than RMB 5 billion in principle, and the institution shall have fund management experience commensurate with the scale of this fund (at least one of the funds under its management shall have a scale not less than that of this fund); among the enterprises directly invested in by the fund, at least 10 have exited through IPO, M&A, equity transfer, etc., with capital preservation and appreciation achieved.
【Revised】Having a professional and stable team. The institution shall have at least 10 full-time staff specializing in fund management and project investment, among whom at least 5 have more than 5 years of relevant experience and possess good professional ethics and reputation. It shall have a fixed business premise and software and hardware facilities suitable for its business operations.
Having a sound corporate governance and internal control management system, including standardized project selection mechanisms, investment decision-making mechanisms, incentive and restraint mechanisms, risk control mechanisms, and financial management mechanisms.
【Revised】The management institution and members of its core management team shall have no adverse records of being punished by financial regulatory authorities or judicial organs, nor any serious dishonesty records in the past three years.
【Revised】Actively attracting management institutions fully owned, controlled, and actually controlled by central enterprises, industry leaders, and large financial institutions to participate in the selection. If the capital contribution entity related to a central enterprise, industry leader, or large financial institution contributes not less than 25% of the industrial sub-fund, priority shall be given to the capital and industrial resources it can introduce to Jiangsu Province, and the requirements specified in Items 2 and 5 above as well as the duration requirement of the sub-fund may be appropriately relaxed (but shall not exceed the duration of the Industrial Special Fund of Funds).
(II) Requirements for Management Teams
A full-time management team of no less than 5 members shall be assigned; members shall hold relevant professional qualification certificates, have investment experience in relevant fields, and have worked in the applying institution for no less than 3 years.
All core members of the assigned full-time management team (including the person in charge assigned to the industrial sub-fund and members of the Investment Decision-Making Committee) shall have more than 5 years of equity investment management experience, and at least 2 of them shall have full-process management experience in "fund-raising, investment, management, and exit" for fund products of the same nature as the Industrial Special Fund of Funds in the applying institution. The aforementioned fund products of the same nature as the Industrial Special Fund of Funds refer to equity investment funds with the same or similar investment directions.
The management institution shall ensure the stability of core members; the fund agreement shall lock in the members of the fund’s Investment Decision-Making Committee and the core personnel of the management team. Any change to the locked personnel shall be approved by the fund’s relevant authority (such as the partners’/shareholders’ meeting) through voting.
The historical performance of core members shall be true and verifiable; core members shall have served as key personnel, members of the Investment Decision-Making Committee, or designated representatives in relevant funds, or held senior management positions responsible for investment business in the applying institution or the managers of relevant funds.
Before the industrial sub-fund completes 70% of its investment progress, core members shall not raise or manage other funds with the same investment field, investment region, and investment stage.
The management team shall establish a risk-interest binding mechanism in the industrial sub-fund.
【Revised】If a management institution fully owned, controlled, and actually controlled by a central enterprise, industry leader, or large financial institution participates in the selection and has a relatively high capital contribution ratio or is the largest capital contributor, the requirements specified in Items 1 and 2 above may be appropriately relaxed.
V. Selection Process
Announcement release;
Preliminary review of materials: Conduct a preliminary review of the completeness, comprehensiveness, and feasibility of the application materials, exclude application plans that do not meet basic requirements, and determine the list of shortlisted institutions;
Due diligence: Conduct due diligence on shortlisted institutions, focusing on the comprehensive verification of important information such as the management institution’s registration and filing status, historical business, organizational structure, professional operation, investment decision-making, post-investment management, risk control, finance, legal affairs, and business operations;
Expert review: Organize an expert review panel to conduct a comprehensive review of the application materials of management institutions, make comprehensive judgments and score by listening to due diligence reports and conducting on-site inquiries to the applying institutions, and determine the list of candidate management institutions;
Decision-making process: The management institution of the Industrial Special Fund of Funds shall determine the selection result after completing the decision-making process;
Result announcement: The selection result shall be publicly announced to the society for no less than 5 working days. The selected management institution shall complete the industrial and commercial registration of the industrial sub-fund within 6 months after the completion of the selection decision (starting from the day after the end of the selection result announcement). If it fails to complete the registration on time, the relevant selection process shall be re-conducted.
VI. Application Method
Please carry out the application work for industrial sub-fund management institutions in accordance with the requirements of this announcement and prepare detailed application materials as required by the attachment.
Compile the application materials into a unified volume; the requirements for official seals, format, cover, and binding shall be referred to the attachment.
Submit three copies of the compiled application materials to Nanjing Innovation and Venture Capital Group (Address: Fund Management Department, 41F, Building 4, Financial City, Jianye District, Nanjing). Please also send the scanned copy (with official seals affixed) and Word electronic version of the compiled application materials to the email address: selection@njicg.com.
Jiangsu Nanjing New Power Industry Special Fund of Funds (Limited Partnership)
October 30, 2025
Source: Nanjing Innovation and Venture Capital Group
Review: Xue Yao
Release: You Yi
