双GP架构

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从“0”到“1”的突破——国投集团所属国经公司国合基金公司完成市场化基金项目首投
Sou Hu Cai Jing· 2025-09-25 14:31
近日,随着国投集团所属国经公司国合基金公司所管理的"嘉合基金",对天津望圆智能科技股份有限公司(以下简称"望圆科技")的投资入股顺利完成, 我市市属国企首个市场化基金投资项目正式落地。该举措不仅标志着国经公司在"国有资本+产业基金"运作模式中取得的实质性进展,更为京津冀区域高 端装备制造产业的协同发展注入了新的活力。 嘉合基金成立后,国合基金迅速开展项目布局。通过创新模式,以"国有资本+产业基金"联动头部机构、整合跨区域资源。首笔投资即锁定国家级专精特 新"小巨人"和天津市"瞪羚企业"——望圆科技,旨在培育新质生产力;以国有资本引导社会资本,实现金融赋能。该公司作为泳池清洁机器人领域的首发 企业,在技术实力与成长性方面表现突出,双方于9月10日完成投资交割,实现"设立即投运",助力区域产业补链强链;以"做强投资、服务区域"为循环 机制,支持新兴产业升级,推动国有资本运作赋能高新产业发展,提升区域经济发展活力和综合竞争力,为构建产业反哺城市发展奠定坚实基础。 "国合基金公司正在努力成长为链接产业升级与资本生态的关键力量,凭借精准的投资眼光和高效的资本运作,深度参与到产业升级的各个环节。"国合基 金公司负责人表示 ...
常见私募股权、创业投资基金架构设计
Sou Hu Cai Jing· 2025-04-20 00:01
Group 1 - The article discusses the three organizational forms of PE and VC funds: corporate, contractual, and partnership types, with partnership funds being the most widely adopted due to their advantages in liability and tax management [2] - Partnership private equity funds consist of general partners (GP) and limited partners (LP), where GPs bear unlimited liability while LPs have limited liability based on their contributions [2][3] - The article emphasizes the tax transparency of partnership funds, which do not pay corporate income tax, making them more favorable compared to corporate funds [2] Group 2 - The article outlines various fund structure designs based on partnership private equity funds, including single GP structures where the manager acts as the GP [4][5] - In the single GP structure, the GP typically contributes a small percentage (1%-10%) of the fund, while receiving management fees and excess returns [5] - The single GP structure is favored for its simplicity, transparency, and compliance with regulatory requirements [6] Group 3 - The article describes a delegated management model where the fund manager does not act as the GP but manages the fund through a management agreement [7][10] - In this model, the GP must have a controlling relationship with the fund manager, ensuring compliance with regulatory requirements [10][11] - The article highlights the benefits of this model, including tax savings and risk isolation [13] Group 4 - The article introduces the dual GP structures, including "dual GP + single executive partner" and "dual GP + dual executive partner" models, which allow for more flexible management mechanisms [16][18] - In these structures, the fund manager can act as one of the GPs while the other GP does not need to have a controlling relationship with the fund manager [20] - The article notes that both GPs must fulfill suitability obligations and minimum contribution requirements during the registration process [17] Group 5 - The article discusses the importance of clearly defining the roles and responsibilities of GPs in dual GP structures to avoid compliance issues [21][24] - It emphasizes that management fees can only be collected by the fund manager, while non-manager GPs may receive reasonable compensation for their roles [24][26] - The investment decision-making committee's composition is also addressed, stating that non-manager GPs should not dominate the committee to avoid regulatory risks [27] Group 6 - The article mentions that fund managers may combine different structures to meet specific goals or investor requirements, ensuring compliance at every level [28] - It highlights the significance of operational and financial accounting in managing funds with various structures [28] - The article suggests that fund managers may engage external service providers to assist with fund operations and financial management [28]