In accordance with the deployment requirements of the Jiangsu Provincial Committee and Government, and to leverage the role of long-term capital, patient capital, and strategic capital in promoting the development of Jiangsu's strategic emerging industries while building a key base for advancing new quality productive forces, the Jiangsu Provincial Strategic Emerging Industries Mother Fund (hereinafter referred to as the "Provincial Mother Fund") and the Nanjing Municipal Government have jointly established the Jiangsu Nanjing Software and Information Services Industry Specialized Mother Fund (Limited Partnership) (hereinafter referred to as the "Industry Specialized Mother Fund"), with a scale of RMB 6 billion.

We hereby announce the open selection of management institutions for the industrial sub-fund. The relevant matters are announced as follows:

I. Basic Principles of Selection

(I) Principle of Fairness, Impartiality, and Transparency

Selection will be conducted based on unified rules, standards, and evaluation criteria to ensure equal opportunities for all qualified management institutions under identical conditions.

(II) Principle of Compliance with Laws and Regulations

The selection process strictly adheres to national laws, regulatory requirements, and relevant policies, ensuring all procedures are conducted in accordance with legal and regulatory frameworks.

(III) Principle of Market Alignment

The process follows market principles, broadens selection channels, and prioritizes collaboration with high-quality management institutions that align with the fund’s investment direction, possess strong management qualifications, robust operational capabilities, and extensive investment experience.

II. Overview of the Industry Specialized Mother Fund

(I) Fund Positioning

Aimed at supporting Nanjing in promoting the integrated development of strategic emerging industry clusters and optimizing the layout of its modern industrial system.

(II) Organizational Structure

Limited partnership.

(III) Registered Address

Nanjing, Jiangsu Province.

(IV) Duration

15-year term, comprising an 8-year investment period and a 7-year exit period.

(V) Capital Structure

Total scale: RMB 6 billion, with the following contributions:

1.Provincial Mother Fund: RMB 1.5 billion (25%);

2.Nanjing Zijin Industrial Investment Co., Ltd.: RMB 1.62 billion (27%);

3.Nanjing Yuhua Innovation Investment Co., Ltd.: RMB 1.8 billion (30%);

4.Nanjing Xuanwu High-Tech Industrial Group Co., Ltd.: RMB 420 million (7%);

5.Nanjing Jianye District High-Tech Investment Group Co., Ltd.: RMB 300 million (5%);

6.Nanjing Gulou State-Owned Assets Investment Development Holding Group Co., Ltd.: RMB 300 million (5%);

7.General Partner Nanjing Zhanxin Private Equity Fund Management Co., Ltd.: RMB 60 million (1%).

(VI) Investment Model

1.Investment methods include establishing industrial sub-funds or direct project investments. Direct project investments generally shall not exceed 30% of the Industry Specialized Mother Fund’s actual investment amount.

2.The Industry Specialized Mother Fund’s commitment to an industrial sub-fund shall not exceed 30% of the sub-fund’s total scale. Its investment in a single direct project shall not exceed 20% of the Mother Fund’s total paid-in capital.

(VII) Investment Focus
Primarily invests in foundational hardware, basic software, industrial software, application software, open-source software platforms, artificial intelligence, metaverse, big data, cloud computing, 6G/F6G, satellite communication, and related fields.

III. Requirements for Establishing Industrial Sub-Funds

(I) Basic Requirements

1.Fundraising, establishment, and investment operations must comply with relevant industry laws, regulations, and self-regulatory rules;

2.Sub-funds must be registered with the Asset Management Association of China (AMAC) and operate in accordance with laws and regulations;

3.Sub-funds must directly invest in targets aligned with the Industry Specialized Mother Fund’s investment focus;

4.Sub-funds must be registered in Jiangsu Province;

5.Sub-fund size shall be no less than RMB 500 million (RMB 1 billion in Southern Jiangsu), with total government contributions not exceeding 50%;

6.Other requirements as per laws, regulations, and policies.

(II) Duration

The term shall not exceed 10 years and must not extend beyond the Industry Specialized Mother Fund’s duration.

(III) Investment Geography

1.Direct investment in Jiangsu-based enterprises shall not be less than the total government contributions and must account for at least 70% of total direct investments. The following cases qualify as investments in Jiangsu enterprises during the fund’s term:

(1) Enterprises registered in Jiangsu;

(2) Enterprises relocating to Jiangsu during the fund’s term;

(3) Enterprises establishing major production bases, regional headquarters, or R&D centers in Jiangsu (with substantive operations);

(4) Enterprises acquired by Jiangsu-registered entities (controlling acquisitions, included in consolidated financial statements);

[New] (5) Investments in Jiangsu enterprises by other funds (affiliated funds) managed by the sub-fund management institution may be recognized at 80% of the actual investment amount.
Note: Recognized amounts from affiliated funds cannot exceed those from the sub-fund itself, and direct investments in Jiangsu must meet minimum requirements.

[New] (6) Affiliated fund investments must meet:

1.Equity investment nature;

2.Occur during the sub-fund’s investment period;

3.Align with strategic emerging or future industries per the Provincial Mother Fund’s directory;

4.No double-counting across multiple funds.

[New] (7) Bonus recognition:

1.150% recognition for investments in Jiangsu enterprises that become national-level "Little Giant" SMEs during the fund’s term;

2.200% recognition for investments in enterprises that IPO during the fund’s term.

[New] (8) Encouraged participation by central state-owned enterprises (SOEs) and national-level funds. Adapted recognition rules apply for significant contributions from such entities.

1.Investment in Nanjing-based projects shall not be less than 1.2 times the Industry Specialized Mother Fund’s actual contribution. Qualifying cases include:

(1) Nanjing-registered enterprises;

(2) Enterprises relocating to Nanjing;

(3) Non-Nanjing enterprises establishing subsidiaries or production/R&D bases in Nanjing (with substantive operations)

(4) Non-Nanjing enterprises acquired by Nanjing-registered entities;

(5) Investments by other funds managed by the same institution or its affiliates in Nanjing enterprises or relocating enterprises (non-repetitive counting).

Note: Relocations to Nanjing qualify for 1.2x recognition; subsidiary investments are recognized at the higher of total investment or registered capital; others at actual investment amount.

2.Investments in Jiangsu and Nanjing enterprises must be calculated separately per above rules.

3.Overseas investments are generally prohibited. Exceptions require rigorous review of necessity, compliance, and capital security.

(IV) Management Fees

1.Investment period: ≤1.5% of paid-in capital/year;

2.Exit period: ≤1.5% of initial investment cost of unrealized projects/year;

3.Extension/liquidation period: No fees;

4.Fee clawback mechanism: Uninvested capital must be returned, and overpaid fees refunded or offset.

(V) Hurdle Rate and Performance Rewards
Hurdle rate: ≥5% annualized; performance reward: ≤20% of excess returns.

(VI) Negative List
Sub-funds are prohibited from:

Guarantee, mortgage, or entrusted loan businesses;

Secondary market stocks, futures, real estate, securities funds, corporate bonds, trust products, wealth management products, insurance plans, or derivatives;

1.Sponsorships or donations;

2.Deposits or lending;

3.Investments with unlimited liability;

4.Illegal fundraising via trust or collective wealth products;

5."Equity in name, debt in fact" structures;

6.Investments in prohibited or restricted industries;

7.Using investments as incentives for investment attraction;

8.Other activities prohibited by laws.

(VII) Management Requirements

1.Sub-funds must invest per the directory formulated by the Provincial Mother Fund manager;

2.Pre-investment compliance review required for all projects, with materials submitted to the Industry Specialized Mother Fund manager;

3.A representative appointed by the Industry Specialized Mother Fund manager will join the sub-fund’s investment committee and supervise capital security. Wire transfers ≥RMB 500,000 require their approval;

4.Projects ≥RMB 5 billion require pre-review by the Provincial Mother Fund manager;

5.Sub-funds must use qualified commercial banks as custodians, with accounts directly linked to provincial and municipal systems for real-time data synchronization;

6.Regular reporting of operations to provincial and municipal digital systems;

7.Annual performance evaluations determining 80% of management fees, with 10% tied to evaluation results and 10% withheld until liquidation;

8.Annual and ad-hoc inspections by Industry Specialized Mother Fund and Provincial Mother Fund managers.

IV. Requirements for Management Institutions and Teams

(I) Management Institution Requirements

1.Registered with AMAC;

2.Preferably top-tier private equity/venture capital institutions or industry leaders (ranked top 50 in relevant lists in recent years);

3.Registered in China with paid-in capital ≥RMB 10 million, commensurate with scale;

4.Contribution to sub-fund ≥1% of commitment (≥RMB 5 million);

5.Fundraising capability and exit track record: AUM ≥RMB 5 billion, with ≥10 exits via IPO/M&A/equity transfer;

6.Professional team: ≥10 full-time investment professionals, ≥5 with 5+ years of experience; robust infrastructure;

7.Sound governance and internal controls;

8.No regulatory or judicial penalties; no serious失信记录 (dishonesty records).

[New] 9. Encouraged participation by central SOEs, industry leaders, and large financial institutions. Requirements may be relaxed for entities contributing ≥25% to the sub-fund.

(II) Management Team Requirements

1.≥5 dedicated team members with relevant certifications and 3+ years at the institution;

2.Core members (sub-fund lead and IC members) must have 5+ years of experience, with 2+ having full-cycle management experience in similar funds;

3.Lock-in clauses for core members; changes require partner approval;

4.Verifiable historical performance of core members;

5.No fundraising for competing funds until 70% of sub-fund capital deployed;

6.Risk-interest alignment mechanism required.

[New] 7. Requirements may be relaxed for teams under central SOEs/industry leaders contributing ≥25%.

V. Selection Process

1.Announcement release;

2.Preliminary review of materials;

3.Due diligence on shortlisted institutions;

4.Expert review and scoring;

5.Decision-making by Industry Specialized Mother Fund manager;

6.Public (public notice) for ≥5 working days.

*Selected institutions must complete sub-fund registration within 6 months post-selection.*

VI. Application Method

1.Prepare materials per annex requirements;

2.Compile materials into three bound copies;

3.Submit to Nanjing Innovation Investment Group (Address: 41F, Tower 4, Financial City, Jianye District, Nanjing). Email scanned copies and Word versions to selection@njicg.com.

Contact: Ms. Wang

Phone: 025-86596530

Jiangsu Nanjing Software and Information Services Industry Specialized Mother Fund (Limited Partnership)

June 27, 2025

Source: Venture Capital Group
Reviewed by: Xue Yao
Published by: You Yi