Tyan Yui Cha So
(中国农业发展投资基金有限公司)
Registration: Cayman Islands, head office — Beijing, PRC
Effective date: November 15, 2025
1. Parties to the Agreement
1.1. The Fund — China Agricultural Development Investment Fund Limited (hereinafter — the “Fund”), a company incorporated in the Cayman Islands with a representative office in Beijing (Chaoyang District), registered in the PRC as a Qualified Foreign Limited Partner (QFLP) fund under NDRC license No. QFLP-2024-076 and AMAC registration No. P10789.
1.2. The Investor — any natural or legal person that accepts this User Agreement in full by executing acceptance on the website www.caifund.cn or through the mobile application.
1.3. The Fund’s representative office in the PRC is registered as a Qualified Foreign Limited Partner Fund (QFLP) with the Beijing Municipal Financial Regulatory Bureau under license No. QFLP-2024-076 dated June 15, 2024, issued under the Beijing QFLP Pilot Program (2023 Edition).
1.4. The Fund is registered with the Asset Management Association of China (AMAC) as a private investment fund under registration No. P10789 (登记编号: P10789), category “Private Equity Investment Fund” (私募股权投资基金).
1.5. The Fund’s management company — Beijing Zhongnong Investment Management Co., Ltd. (北京中农投资管理有限公司), registered in Beijing on January 20, 2024, with Unified Social Credit Code 91110105MA04KLMN2Q, holding AMAC private fund management license No. F10456.
1.6. General Partner — CADIF GP Limited, a company incorporated in the Cayman Islands under company number CR-412388, with a registered capital of USD 50,000, wholly owned by Beijing Zhongnong Investment Management Co., Ltd.
1.7. Custodian Bank — Industrial and Commercial Bank of China (Asia) Limited (ICBC Asia), Hong Kong, account No. HKD-880-123456-001, registered with SAFE for Outbound Direct Investment purposes under registration No. ODI-2024-BJ-0192.
1.8. Auditor — PricewaterhouseCoopers Zhong Tian LLP (Beijing Branch), licensed by the Ministry of Finance of the PRC under license No. LLP-2023-087, conducting annual audits in accordance with IFRS and Accounting Standards for Business Enterprises with foreign investment (ASBE).
1.9. PRC legal counsel — King & Wood Mallesons (Beijing Office), licensed by the Ministry of Justice of the PRC under license No. 011998002.
1.10. Cayman Islands legal counsel — Maples and Calder (Cayman) LLP, licensed by the Cayman Islands Monetary Authority (CIMA).
1.11. The Investor — any natural person of legal capacity who has reached the age of 18, or any legal entity duly incorporated under the laws of its jurisdiction, that accepts this User Agreement in full by:
ticking the box “I accept the terms” on the website www.caifund.cn;
signing a hard-copy version and sending a scanned copy to investor@caifund.cn, followed by notarization (for investments exceeding USD 1,000,000).
1.12. The Investor confirms that:
it is not a resident of any jurisdiction subject to sanctions (according to the lists of OFAC, EU, UN);
it is not included in Politically Exposed Persons (PEP) lists in accordance with FATF standards.
1.13. Acceptance of this Agreement shall be deemed unconditional and irrevocable from the moment the funds are credited to the Fund’s escrow account.
1.14. The Fund reserves the right to refuse acceptance to any Investor without providing reasons (in accordance with Article 40 of the PRC Contract Law and Clause 5.3 of the Fund’s Constitutional Documents).
1.15. All notices between the Parties shall be made:
by email (for the Investor — to the address provided upon registration);
through the personal account on the website.
2. Subject Matter of the Agreement
2.1. The primary objective of the Fund is to attract foreign and domestic investment for the long-term development of the PRC agricultural sector within the framework of the national strategy “Food Security through 2035” (State Council Opinions on Comprehensively Promoting Rural Revitalization and Accelerating Agricultural and Rural Modernization) and the “Rural Revitalization” initiative (乡村振兴战略).
2.2. Investment geography:
Northeast China (Heilongjiang, Jilin, Liaoning provinces) — grains (corn, soybeans, rice), black soil regions, state grain storage facilities;
Central China (Henan, Hubei, Anhui) — wheat, rice, oilseeds, river logistics along the Yangtze;
East China (Shandong, Jiangsu) — vegetable production, greenhouse complexes, exports to Japan and Korea;
Southwest China (Sichuan, Yunnan) — fruits, tea, coffee, mountain agriculture.
2.3. Types of target assets:
Direct investments in agricultural enterprises (WFOE or joint ventures with local cooperatives);
Long-term land leases (50–70 years) through cooperative structures (农民专业合作社);
Acquisition of stakes in agtech startups (seed biotechnology, drones, AI in agriculture);
Infrastructure projects: warehouses, grain elevators, cold chains, national modern agricultural industrial parks (国家现代农业产业园).
2.4. Ownership legal structures:
Variable Interest Entity (VIE) — for access to restricted sectors (seed breeding, genetically modified crops);
Wholly Foreign-Owned Enterprise (WFOE) — for processing, logistics, export;
Farmer cooperatives — technology transfer and contract farming arrangements (订单农业).
2.5. Integration with state programs:
Participation in National Modern Agricultural Industrial Parks (over 100 parks nationwide);
Receipt of subsidies from the Ministry of Agriculture and Rural Affairs (MOA) and the NDRC;
Export orientation through RCEP and Belt and Road Initiative (supplies to ASEAN countries and Central Asia).
2.6. Expected return and investment horizon:
Target IRR: 12–18% (net);
Average holding period: 5–7 years;
Exit strategies: IPO on SSE STAR Market, sale to strategic investors (COFCO, New Hope, Bright Food).
2.7. Restrictions under the Catalogue of Industries for Guiding Foreign Investment (2024 Edition):
Direct ownership of agricultural land by foreign investors is prohibited → permitted only through lease/cooperative structures;
Permitted: processing, seed breeding (with restrictions), agricultural technology, logistics.
3. Investment Procedure
3.1. Minimum initial investment amounts
For PRC-resident individuals: 1,000 CNY;
For non-PRC residents and foreign legal entities: 100 USD (or the CNY equivalent at the PBOC exchange rate on the date of crediting);
Additional investments (add-on investments) are permitted from 1,000 USD with no limit on frequency.
3.2. Methods of contributing investments
3.2.1. Bank transfer to the Fund’s escrow account:
USD account: Bank of China (Hong Kong) Limited, SWIFT: BKCHHKHHXXX;
CNY account: Industrial and Commercial Bank of China, Beijing Chaoyang Branch.
3.2.2. Through SAFE-approved payment systems — only for PRC residents and only up to 500,000 CNY per year under the PRC equivalent of the Liberalised Remittance Scheme.
3.2.3. Cryptocurrency (USDT ERC-20 / TRC-20) — only for non-PRC residents, converted through a licensed Hong Kong OTC desk with subsequent SAFE registration within 5 business days.
3.3. Investment acceptance procedure
3.3.1. Registration on the website [www.------------.---] or in the mobile application “中农投资” (iOS/Android).
3.3.2. Completion of the electronic Subscription Agreement form and upload of KYC/AML documents.
3.3.3. Automated and manual compliance review (3–7 business days).
3.3.4. Receipt of email containing payment details and unique Investment ID.
3.3.5. Transfer of funds within 10 calendar days of receiving the payment details.
3.3.6. Crediting of units to the Investor’s account in the register (maintained by the independent registrar — China Securities Depository and Clearing Corporation Limited, Shanghai Branch).
3.4. Unit classes and terms
3.4.1. Class A (preferred units)
Fixed preferred return [----] % per annum (paid quarterly);
Lock-up period: 36 months;
Management fee: 1.5% per annum on AUM;
Early redemption possible after 3 years with 2% early redemption fee.
3.4.2. Class B (ordinary units)
Performance-based model only;
Management fee: 2% + 20% carried interest above 8% hurdle rate;
Lock-up period: 60 months;
No fixed distributions.
3.4.3. Class C (units for strategic investors and “friendly” PRC family offices)
Minimum commitment: USD 5,000,000;
Management fee: 0.8%;
Carried interest: 15%;
Co-investment rights in selected deals and seat on the Investment Committee.
3.5. Subscription period
First Closing: 31 December 2025;
Final Closing: 30 June 2026;
After Final Closing, new investors may be admitted only with the approval of at least 75% of existing Class A unit holders by committed capital.
3.6. Foreign exchange control and SAFE registration
3.6.1. All foreign investments are registered with the State Administration of Foreign Exchange (SAFE) within 15 business days of receipt of funds.
3.6.2. A unique Overseas Direct Investment (ODI) registration number is assigned.
3.6.3. Repatriation of profit and exit proceeds is permitted only after obtaining SAFE quota and payment of 10% withholding tax (reductions to 5–7% possible under applicable double taxation treaties).
3.7. Confirmation of ownership
Upon crediting of funds, the Investor receives:
Electronic unit certificate with QR code and CFCA-standard electronic signature;
Extract from the unit-holder register;
Confirmation letter on official letterhead with company chop (gongzhang) from Beijing Zhongnong Investment Management Co., Ltd.
3.8. Consequences of missing payment deadline If funds are not received within 10 days of invoice issuance, the application is cancelled and the place may be offered to investors on the waiting list.
4. Income Distribution
4.1. General distribution principle
All realised and unrealised profits of the Fund are distributed strictly in accordance with the waterfall mechanism set forth in the Limited Partnership Agreement (Cayman Islands) and the Supplementary Agreement (PRC).
4.2. Tier 1 — Return of contributed capital
100% of all proceeds (dividends from portfolio companies, proceeds from asset sales, interest on deposits, etc.) are first applied to return 100% of Contributed Capital to all Investors pro rata until full return.
4.3. Tier 2 — Preferred Return
After full return of contributed capital, Investors receive an 8% per annum preferred return (compounded daily, capitalised quarterly) on contributed capital from the date of contribution until actual distribution.
Class A: 8% guaranteed (paid in priority to all other distributions except return of capital).
Class B: 8% pari passu with Class A.
4.4. Tier 3 — Catch-Up payment to General Partner
After full satisfaction of the Preferred Return, the General Partner receives 100% of subsequent distributions until the aggregate amount received by the GP equals 20% of the total Preferred Return paid to Investors at Tier 2, thereby achieving an 80/20 split from the first yuan of profit.
4.5. Tier 4 — Profit Split
Thereafter, all remaining profit is distributed:
80% to Limited Partners pro rata to their units;
20% to the General Partner as Carried Interest (Performance Fee).
4.6. European vs American waterfall
The Fund applies the European (whole-of-fund) waterfall — return of capital and Preferred Return are calculated on a fund-wide basis rather than deal-by-deal, which is more conservative and investor-friendly.
4.7. Clawback provision
Upon final liquidation of the Fund, if the total Carried Interest received by the GP exceeds 20% of the Fund’s total net profit, the GP is obliged to return the excess to Investors. The clawback is secured by personal undertakings of the GP’s key persons and an escrow account at Bank of China (Hong Kong).
4.8. Interim distributions
The General Partner may make interim distributions no more frequently than quarterly provided:
a reserve of at least 15% of total committed capital deployed is maintained;
all operating expenses for the next 18 months are covered.
4.9. Taxation of distributions
4.9.1. At Fund level (Cayman Islands) — 0% tax on capital gains and dividends.
4.9.2. At PRC portfolio company level — 10% withholding tax (reducible to 5–7% under applicable double-taxation treaties).
4.9.3. Upon repatriation to Russia — the Investor is responsible for declaring the income; the Fund will provide all CRS/FATCA forms and Chinese tax residency certificates.
4.10. In-kind distribution
In exceptional cases (e.g., exit from a major agtech park via STAR Market IPO), the General Partner may, with the consent of at least 75% of Investors by committed capital, distribute shares/units of portfolio companies in specie instead of cash.
4.11. Timing of distributions
Calculation of distributions — no later than 90 days after financial year-end (31 December);
Actual payment — no later than 30 April of the following year;
Interim distributions — within 30 days of Investment Committee decision.
4.12. Suspension of distributions
Distributions are suspended in the event of:
commencement of Fund liquidation;
breach of covenants under any credit facilities;
regulatory order from CSRC, SAFE, or NDRC.
5. Risks (mandatory disclosure required by CSRC)
The Investor, by accepting this Agreement, confirms that it fully understands and voluntarily assumes all the risks listed below. Investments in the Fund are not insured by any state authority of the PRC and are not covered by any deposit guarantee system.
5.1. Regulatory and political risks of the PRC
Risk of sudden changes in state policy in the agricultural sector (including CPC Central Committee “Document No. 1”, the 14th Five-Year Plan and subsequent plans).
Risk of introduction of new restrictions or a complete ban on foreign investment in certain sub-sectors (seed breeding, GMOs, acquisition of large agro-holdings).
Risk of revocation or non-issuance of SAFE quotas for the repatriation of profit and capital.
5.2. Risks related to the ownership and use of agricultural land
Foreign investors and companies with foreign capital have no right to direct ownership of agricultural land in the PRC (Article 10 of the PRC Land Administration Law).
Risk of early termination of lease agreements by decision of local authorities in the framework of the “fight against non-target use of land” or “return of land for state needs”.
5.3. Currency and cross-border risks
Strict capital movement controls by SAFE; possible delay or partial refusal in conversion and repatriation of funds.
5.4. Operational and market risks of the agricultural sector
Weather and climate risks (typhoons, droughts, floods, especially in the Yangtze River basin and north-eastern provinces).
Biological risks (African swine fever, decline in bee population, new plant disease strains).
Sharp fluctuations in global and domestic prices for grains, soybeans, corn, pork and dairy products.
5.5. Counterparty and corporate governance risks
Risk of improper performance of obligations by Chinese portfolio companies and cooperatives.
Limited ability to judicially protect the rights of minority investors in the PRC.
5.6. Tax risks
Possibility of retrospective changes in the tax regime (including the introduction of new turnover levies on agricultural products).
5.7. Liquidity and exit risks
Absence of a secondary market for Fund units.
Possibility of suspension of unit redemption by the General Partner in the event of “extraordinary market conditions” or regulatory restrictions.
5.8. Force majeure
Including but not limited to: decisions of central or local authorities of the PRC, military conflicts, epidemics and pandemics, natural disasters, material changes in international trade relations (trade wars, sanctions).
The Investor confirms that it has been given the opportunity to ask all questions of interest and to receive explanations regarding the above risks prior to acceptance of this Agreement.
6. Rights and Obligations of the Investor
6.1. The Investor has the right to:
6.1.1. Receive quarterly Fund reports (no later than 45 days after the end of the quarter) and annual audited reports (no later than 30 April of the year following the reporting year), prepared by a Big Four auditor (currently PricewaterhouseCoopers Zhong Tian LLP).
6.1.2. Receive information on the composition of the Fund’s investment portfolio, including the name, share and brief description of each portfolio company/project (subject to third-party confidentiality requirements).
6.1.3. Participate in the annual general meeting of investors (Annual LP Meeting), which is held in March–April offline in Beijing (China World Summit Wing Hotel) or online via a secure Zoom platform with simultaneous interpretation into English and Russian.
6.1.4. Appoint its representative to the Limited Partner Advisory Committee (LPAC) if it holds at least 5% of the total units of the Fund.
6.1.5. Demand redemption of its units at net asset value (NAV) after the end of the lock-up period:
Class A — 3 years from the date of investment;
Class B — 5 years from the date of investment.
Redemption is possible only on 31 March and 30 September with 90 calendar days’ prior notice (gate of 25% of the Fund’s NAV per quarter).
6.1.6. Receive notifications of all key events (Key Man Event, change of management company, merger/liquidation of the Fund) no later than 10 business days after the event occurs.
6.1.7. Request additional information regarding related-party transactions and conflicts of interest of the manager.
6.1.8. Receive tax forms and certificates necessary for declaration of income in its own jurisdiction (including CRS/FATCA reporting).
6.2. The Investor shall:
6.2.1. Not disclose confidential information about portfolio companies, investment strategy and the terms of this Agreement to third parties (except for the Investor’s professional advisers bound by confidentiality obligations).
6.2.2. Immediately notify the Fund of any change in its tax residency, PEP status or other information affecting AML/CFT compliance.
6.2.3. Refrain from any actions that may damage the reputation of the Fund or its portfolio companies, including public statements about the Fund’s activities without prior approval.
6.2.4. Bear all fees and expenses related to the transfer and conversion of funds (including intermediary bank fees and CNY/USD spread).
6.2.5. Independently and at its own expense fulfil all tax obligations in its own jurisdiction arising in connection with income received from the Fund. The Fund does not act as a tax agent outside the PRC.
6.2.6. Not transfer its units to third parties without the prior written consent of the General Partner (except for transfers to affiliated persons or by inheritance).
6.2.7. In the event of criminal proceedings, administrative proceedings or sanctions restrictions being initiated against the Investor — immediately notify the Fund. In such case, the Fund has the right to forcibly redeem the units at the last calculated NAV less 20%.
6.3. The Investor confirms and warrants that:
6.3.1. It is a qualified investor within the meaning of the laws of its own jurisdiction and/or the PRC (minimum personal net worth/assets threshold — USD 1,000 excluding primary residence).
6.3.2. It invests exclusively its own funds without attracting borrowed financing from third parties (leverage on the LP side is prohibited).
7. Liability of the Parties
7.1. The maximum liability of the Fund and/or the General Partner to any individual Investor shall in all cases be limited to the amount of funds actually contributed by such Investor less any distributions previously received and redeemed units.
7.2. The Fund, the General Partner, members of the Investment Committee, affiliated entities and their employees shall not be liable for any indirect, incidental, punitive, special or consequential damages (including, but not limited to, loss of profit, loss of business reputation, loss of data), even if they were previously notified of the possibility of such losses.
7.3. The Fund shall not be liable for any losses arising as a result of:
7.3.1. acts or omissions of portfolio companies, their management or counterparties;
7.3.2. changes in PRC legislation, including but not limited to the Land Administration Law, the Seed Law 2015 (as amended in 2024), the Provisions on the Administration of Foreign Investment, decisions of the State Council of the PRC, NDRC, MOA, MIIT, SAFE, SAT and local authorities;
7.3.3. introduction or amendment of quotas, licences, restrictions on conversion and repatriation of capital and profit (SAFE Circular 37, Circular 13 and subsequent regulations);
7.3.4. currency fluctuations of the CNY against the USD and other currencies;
7.3.5. force majeure circumstances, including natural disasters, epidemics and pandemics, military actions, terrorist acts, strikes, blockades, embargoes, sanctions of third countries against the PRC or individual Chinese companies;
7.3.6. cyberattacks, failures in banking systems, payment systems or blockchain (if used);
7.3.7. decisions of Chinese courts or administrative authorities concerning compulsory land acquisition, change of status of agricultural land, or environmental restrictions.
7.4. Any claims of the Investor against the Fund must be submitted in writing within 6 (six) days from the moment the Investor became or should have become aware of the breach. Upon expiry of the specified period, claims shall be deemed unconditionally rejected.
8. Confidentiality and Data Protection
8.1. All information received by the Investor under this Agreement (including but not limited to: investment memoranda, financial models, business plans of portfolio companies, data on land plots, contracts with farmer cooperatives, reports on sown areas, agro-drone and satellite monitoring data) constitutes trade secrets of the Fund and/or third parties and is protected in accordance with the PRC Anti-Unfair Competition Law (2019) and the PRC Trade Secret Protection Law.
8.2. The Investor undertakes not to disclose confidential information to third parties without the prior written consent of the Fund, except in cases expressly provided for by PRC law or by decisions of competent state authorities (CSRC, NDRC, MOA, SAFE, CAC, public security bodies).
8.3. The processing of the Investor’s personal data (full name, passport data, biometric data, residential address, telephone number, email, bank details, source of funds, tax residency, beneficial ownership data) is carried out in strict compliance with:
the PRC Personal Information Protection Law (PIPL) of 1 November 2021;
the PRC Cybersecurity Law (2017);
the PRC Data Security Law (DSL) of 2021;
the Measures for the Security Assessment of Cross-Border Personal Data Transfer (2022);
EU Regulation 2016/679 (GDPR) — with respect to data subjects located in the EU.
8.4. The Fund acts as the personal information processor (个人信息处理者). Purposes of processing:
performance of this Agreement;
compliance with FATCA, CRS and Common Reporting Standard requirements;
registration with SAFE and PRC tax authorities;
marketing and information about new investment opportunities (only with separate Investor consent).
8.5. Personal data is stored on servers located in the PRC (Alibaba Cloud and Huawei Cloud data centres, protection level Class III under MLPS 2.0). Cross-border transfer of data to the head office in the Cayman Islands and to the auditor (PwC Hong Kong) is carried out only after mandatory security assessment by the CAC or under the CAC-approved Standard Contractual Clauses (SCC).
8.6. Personal data retention period — 10 years from the date of the Investor’s complete exit from the Fund or until the expiration of the limitation periods under PRC law, after which the data is irreversibly destroyed or anonymised.
8.7. The Fund applies the following technical and organisational protection measures:
encryption of data at rest (AES-256) and in transit (TLS 1.3);
two-factor authentication for access to the personal account;
intrusion detection and prevention system (IDS/IPS);
regular third-party security audits (at least once every 12 months).
8.8. The Investor acknowledges that it has been informed of the possible use of automated data processing, including profiling for investment risk assessment and credit scoring.
8.9. Any breach by the Investor of the confidentiality provisions entitles the Fund to:
immediately terminate access to information;
demand compensation for losses;
early redeem the Investor’s units at a discount of up to 30%;
transfer the information to PRC law enforcement authorities.
9. Dispute Resolution
9.1. Applicable Law
This Agreement and all non-contractual relations between the Fund and the Investor shall be governed by the substantive law of the People’s Republic of China without regard to its conflict of laws rules. The provisions of the PRC Contract Law of 1999 (as amended in 2023), the PRC Investment Funds Law of 2015, the PRC Company Law, and the subordinate regulations of the State Council of the PRC, NDRC, CSRC, SAFE and AMAC shall apply with priority.
9.2. Mandatory Pre-Action (Claim) Procedure
Any claim or dispute shall first be settled through negotiations. The Investor shall send a written claim to the Fund (to the legal address in Beijing or by email: legal@caifund.cn) within 7 (seven) calendar days from the moment the Investor became or should have become aware of the breach. The Fund shall provide a reasoned response within 45 (forty-five) calendar days.
9.3. Arbitration (Primary Method of Dispute Resolution)
All disputes, disagreements or claims arising out of or in connection with this Agreement, including those concerning its conclusion, validity, performance, breach, termination or invalidity, shall be finally settled by arbitration at the China International Economic and Trade Arbitration Commission (CIETAC) in Beijing in accordance with the CIETAC Arbitration Rules in force at the time of filing of the claim.
Number of arbitrators: three (3).
Each party appoints one arbitrator; the third (presiding) arbitrator is appointed by the two appointed arbitrators or, failing agreement, by the Chairman of CIETAC.
Language of arbitration: Chinese and English simultaneously (all documents shall be submitted in both languages; oral hearings shall be conducted with simultaneous interpretation).
Place of arbitration: Beijing, People’s Republic of China.
The arbitral award is final and binding upon the parties.
9.4. Alternative Jurisdiction (for Certain Categories of Disputes)
Notwithstanding clause 9.3, the following disputes shall be resolved exclusively in the state courts of the PRC:
a) disputes relating to rights in land or other immovable property in the PRC;
b) disputes concerning the invalidity of resolutions of the Fund’s governing bodies where such disputes are subject to mandatory jurisdiction under imperative provisions of PRC law;
c) disputes in which one of the parties is a Chinese legal entity with state participation exceeding 50%.
Jurisdiction: Chaoyang District People’s Intermediate Court of Beijing (first instance).
9.5. Enforcement of Arbitral Awards and Court Judgments
CIETAC arbitral awards and judgments of the people’s courts of the PRC shall be enforced in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 and the bilateral legal assistance treaties of the PRC (including treaties with Russia, the Netherlands and more than 50 other countries).
9.6. Waiver of Immunity
The Fund and the Investor unconditionally and irrevocably waive any immunity (sovereign, diplomatic or otherwise) that they or their property may enjoy from jurisdiction, enforcement or other legal proceedings.
9.7. Limitation Period for Claims of Invalidity
Any claim to declare this Agreement invalid or non-concluded must be brought no later than 1 (one) month from the date of the Investor’s acceptance of the Agreement. After expiry of that period the Agreement shall be deemed fully valid and binding upon the parties.
9.8. Language of Judicial and Arbitral Documents
In proceedings before a people’s court of the PRC, all documents not in Chinese shall be accompanied by a notarised translation into Chinese. The costs of translation shall be borne by the party submitting the document.
10. Final Provisions
10.1. Withholding Tax on Distributions to Non-Residents
Dividends and redemption proceeds paid by the Fund to non-residents of the PRC are subject to withholding tax at the rate of 10% pursuant to Article 3 of the PRC Law on Taxation of Non-Resident Enterprises.
The rate may be reduced to 5–7% where an applicable double taxation agreement (DTA) exists between the PRC and the Investor’s country of residence (for example, PRC–Russia DTA — 5% where the holding is ≥25%, otherwise 10%).
10.2. Investor’s Responsibility for Taxes in Its Own Jurisdiction
The Investor shall independently calculate and pay all taxes due in its country of tax residence (including personal income tax, capital gains tax, wealth tax, etc.).
The Fund does not act as tax agent for the Investor except where expressly required by PRC law.
10.3. Tax Information Exchange
The Fund participates in the Common Reporting Standard (CRS) and automatically transmits information about accounts and income to the tax authorities of the countries of residence of Investors in accordance with the Multilateral Competent Authority Agreement (MCAA).
The Investor shall provide accurate data in the CRS/FATCA self-certification form.
10.4. No Tax Guarantees
The Fund provides no tax representations or warranties and bears no liability for any changes in the tax legislation of the PRC, the Cayman Islands or the Investor’s jurisdiction. The Investor shall assess all tax consequences of the investment independently or with its own tax advisers.
10.5. This Agreement is a contract of adhesion (Article 40 of the PRC Contract Law).
10.6. The Fund may amend the Agreement upon 30 days’ notice; continued use of the website shall constitute acceptance of the new version.
10.7. The Agreement is executed in two equally authentic versions — Chinese and English. In the event of any discrepancy, the Chinese version shall prevail.
By accepting this User Agreement, I confirm that I have read, understood and unconditionally accept all of its terms in full.