Order of Beijing Municipal Government No.69

Article 1  The present measures are formulated according to Regulations on Zhongguancun Science Park，With a view to promoting the development of venture investment institutes in the form of limited partnership, regulating the organization and acts of limited partnership,. 

Article 2 These measures shall apply to venture investment institutes in the form of limited partnership in Zhongguancun Science Park.

Article 3 Limited partnership shall refer to the partnership formed by partners with limited liability together with general partners. Partners with limited liability shall undertake liabilities within the limit of the amount of capital they contributed to the partnership. General partners shall bear unlimited and joint liabilities. Limited partnership does not enjoy the status of an independent legal person.

 The number of partners within a limited partnership shall not exceed 20. 

Article 4 The following conditions shall be fulfilled to form a limited partnership:

(1) one or more general partners and one or more partners bearing limited liabilities,

(2) a written partnership agreement,

(3) total capital contribution by partners with limited liabilities not less than 10 million yuan,

(4) general partners’ master of special knowledge and skills of venture investment,

(5) venture investment to be the major operation, and

(6) a name for the institute and place for business.

Article 5 Legal person and natural person with full capacity for civil conduct can be partners of a limited partnership. Partners with limited liabilities of a limited partnership may be partners with limited liabilities of other limited partnerships.

General partners free from prohibition of business strife may be general partners of other limited partnerships, of which all other partners shall be informed.

Article 6 Capital contribution by partners shall be made in the form of currencies.

Article 7  Partners should sign written agreement on limited partnership. The agreement shall include the following items:

(1) the name and business address of the partnership,

(2) purposes and business scope of the partnership,

(3）name and residence of each partner,

(4) the nature and forms of liability(ies) of each partner,

(5) the form, amount and time limit for each partner to make capital contribution,

(6) administration rules of affairs of the partnership and their implementation,

(7) methods for distributing profits and undertaking risks,

(8) entering into and withdrawal from the partnership,

(9) term of operation,

(10)disbandment and liquidation of the partnership,

(11)settlement of disputes among partners, and

(12)default liability. The agreement shall take effect upon the signing and sealing of all partners of the limited partnership.

Article 8 A limited partnership meeting the requirements of Regulations on Zhongguancun Science Park and the present measures shall be established after registration in industrial and commercial administrative departments.

Article 9 Any partner of a limited partnership can transfer all or part of his property share in the partnership but he must obtain the consent of 2/3 or more of all the partners.

The transferee(s) shall become partner(s) of the limited partnership. Where a partner transfers his share of property according to laws, the other partners shall, on identical terms, have priority in acquiring the share.

Article 10 The governing body of a limited partnership shall be composed of general partners. It shall be responsible for affairs and operation management of the partnership, and externally represent the partnership.

Partners with limited liability shall not participate in management of the limited partnership, but they have the right to check, by themselves or by the person they authorized, meeting records, financial statements and other documents of operation and management, and the right to know and supervise the operation condition of the limited partnership and extend their opinions.

Any partners with limited liability who have taken part in the operation management of the limited partnership against the agreement shall be regarded as general partners and shall undertake unlimited and joint liability.

Article 11 A limited partnership shall not issue bonds, externally guarantee for loan or loan from financial institutes.

Article 12 Execution of the following affairs in a partnership shall be subject to the consent of all the partners:

（1）amendment and supplement of the limited partnership agreement,

（2）admitting new partners,

（3）distribution of property of the partnership,

（4）disbandment,

（5）other affairs as agreed upon in the partnership agreement.

Article 13 If the property of a partnership is insufficient to pay off its due debts, creditors can demand general partners pay off the debts with all of their properties.

Article 14 The property of a limited partnership shall, after payment of liquidation expenses, be applied to make repayment in the following order:

(1) wages of employees and labor insurance expenses owed by the limited partnership,

(2) taxes owed by the limited partnership,

(3) debts incurred by the limited partnership,

(4) capital contributions returnable to partners with limited liability, and

(5) capital contributions returnable to general partners.

With regard to the remaining property after liquidation in the order abovementioned, it shall be distributed in accordance with the stipulations in the partnership agreement. If all of the property of the partnership is insufficient to pay off its debts, the provisions in article 13 shall apply.

Article 15 Income tax of a partnership shall be paid respectively by partners.

Tax on a partner’s income from the limited partnership shall be paid as self-employed industrial and commercial households if the partner is a natural person, and as enterprises if the partner is a legal person.

Article 16 Other affairs that are not stipulated in these measures can be handled with reference to General Principles of The Civil Law of The People's Republic of China and Law of The People's Republic of China on Partnership Enterprises.。

Article 17 These measures shall take effect as of the date of its promulgation.