你有产业园和研学基地经营权等资源，我有课程和运营服务能力，二者一拍即合，投资搞一个研学基地，在如火如荼的素质教育时代，这无疑是一门好生意。

You have the right to operate industrial parks and research bases, and I have the ability to provide courses and operational services. The two are in sync, and investing in a research base is undoubtedly a good business in the booming era of quality education.

这门生意的合作模式，通常有两类三种：第一类是业务合作模式，又分为固定额度总承包与经营利润分成两种；第二类是股权合作模式，收益来源于经营分红。第一类的好处是分工清晰，财务税务处理灵活，弊端是合作松散，可以朝秦暮楚，资源不易掌握；第二类的好处是深度绑定，有利于集中资源长期搞大事，弊端是管理较为复杂，要受到《公司法》的规制，而且如果合作一方是国企的话，还可能要面临国资监管体系，对协调能力和管理成本要求较高。

There are usually two types and three types of cooperation models for this business: the first type is the business cooperation model, which is divided into two types: fixed quota general contracting and operating profit sharing; The second type is the equity cooperation model, where the income comes from operating dividends. The first type has the advantages of clear division of labor, flexible financial and tax processing, but the disadvantage is loose cooperation, allowing for quick and easy access to resources; The advantage of the second type is deep binding, which is conducive to concentrating resources for long-term big things. The disadvantage is that management is more complex and subject to the regulations of the Company Law. Moreover, if one of the cooperating parties is a state-owned enterprise, it may also face the supervision system of state-owned assets, which requires higher coordination ability and management costs.

今天我们就说说投资成立项目公司这种模式的股权设计的七个核心问题及注意事项。

Today, we will talk about the seven core issues and precautions for equity design in the investment and establishment of project companies.

第一个问题，注册资本与出资，尤其是双方的持股比例、出资形式和出资安排。

The first question is about registered capital and investment, especially the shareholding ratio, investment form, and investment arrangement of both parties.

持股比例与谁来整体操盘运营项目有关，也与资源方的动机诉求有关。在资源方是纯粹财务投资的情况下，最好运营一方可以占大股，比如70%左右，但为了利益平衡，可以考虑将决策权和分红权分离。

The shareholding ratio is related to who will handle the overall operation of the project, as well as to the motivation and demands of the resource side. In the case where the resource side is purely a financial investment, it is best for the operating side to hold a majority stake, such as around 70%. However, for the sake of balance of interests, it may be considered to separate decision-making power and dividend rights.

出资形式上，磋商焦点主要会集中于资源方的基地、设施、场馆、硬件等是否作为出资，运营方的团队、运营方案体系、软件系统、运营内容是否作为出资，以及双方的现金出资额度和资金到位节奏。这里需要明确一个原则就是，非货币形式的出资，最好遵照“收支两条线”的规则来安排，避免后期发生出资价值评估及是否出资到位的纠纷。

In terms of funding form, the focus of negotiations will mainly be on whether the resource side's base, facilities, venues, hardware, etc. are to be funded, whether the operation party's team, operation plan system, software system, and operation content are to be funded, as well as the cash contribution amount and funding rhythm of both parties. A clear principle here is that non monetary forms of investment should be arranged according to the "income and expenditure two line" rule to avoid disputes over the value evaluation of investment and whether the investment is in place in the later stage.

出资安排方面，多占股的一方尤其要做好对研学基地是否具备运营条件的尽调工作，必须将双方资金的用途与研学基地建设的费用分开，设定好自己缴纳资金的前提条件，否则很可能套进去变成了无底洞。此外，还要明确后期资金缺口出现以后，双方怎么来补齐资金的规则。

In terms of investment arrangements, the party with more shares should especially make due diligence on whether the research and learning base has operational conditions. It is necessary to separate the use of funds from the construction costs of the research and learning base, and set the prerequisite conditions for their own payment of funds. Otherwise, they may become trapped in a bottomless pit. In addition, it is necessary to clarify the rules on how both parties will make up for the funding gap in the later stage.

第二个问题，利润分配。

The second question is profit distribution.

研学基地项目，可以运作的收入来源项会比较多，包括研学课程本身的收入，更包括客户消费、餐饮、超市、交通等附属配套带来的收入，还包括研学基地的教学、活动、娱乐、消费等全部相关区域的空间、工具、设备、设施、道具等资源衍生运营的收入，以及知识产权带来的收入等等。所有这些，都要明确其开发权、经营权、定价权以及是否独家等，并明确哪些成本纳入项目公司，哪些不纳入。

There are many sources of income that can be operated for the research and learning base project, including the income from the research and learning courses themselves, as well as the income from customer consumption, catering, supermarkets, transportation and other ancillary facilities. It also includes the income from the space, tools, equipment, facilities, props and other resources derived from the teaching, activities, entertainment, consumption and other related areas of the research and learning base, as well as the income from intellectual property. All of these must be clearly defined in terms of development rights, management rights, pricing rights, and exclusivity, as well as which costs are included in the project company and which are not.

第三个问题，分红规则。

The third question is the dividend rules.

诸如分红基数、分红比例、分红频次与时间、分红税负，都要说清楚。

It is important to clarify factors such as dividend base, dividend ratio, dividend frequency and time, and dividend tax burden.

第四个问题，项目公司的治理结构与权利分配。

The fourth question is about the governance structure and rights allocation of the project company.

股东会、执行董事、总经理、监事的构成与人员安排，会议召集和表决规则，各个机构的职权范围，甚至需不需要一票否决权，市场化融资的股权来源等，都需要予以安排，核心原则就一个：高效促进项目运转。否则，项目赚不了钱，设计得再精妙也没啥卵用。

The composition and personnel arrangement of shareholder meetings, executive directors, general managers, and supervisors, the rules for convening and voting at meetings, the scope of authority of each institution, and even the need for veto power, as well as the sources of equity in market-oriented financing, all need to be arranged. The core principle is to efficiently promote project operation. Otherwise, the project won't make any money, and even the most ingenious design won't be of much use.

第五个问题，股权转让和竞业禁止。

The fifth question is about equity transfer and non compete.

基于双方的合作初衷，建议要设定对外股权转让的锁定期和优先购买权，同时还要设定项目合作区域的独家排他规则和违约责任。

Based on the original intention of the cooperation between both parties, it is recommended to set a lock up period and a right of first refusal for external equity transfer, as well as exclusive exclusivity rules and breach of contract responsibilities for the project cooperation area.

第六个问题，退出机制。

The sixth question is about the exit mechanism.

协商退出、股权转让、项目并购、破产清算，这些情形的程序、价格、分配比例，都需要合作双方谈明白。

The procedures, prices, and distribution ratios for negotiating exit, equity transfer, project mergers and acquisitions, and bankruptcy liquidation need to be clearly discussed by both parties involved in the cooperation.

第七个问题，双方在项目合作过程中要投入的资源和要交付的核心价值。

The seventh question is about the resources to be invested and the core values to be delivered by both parties in the project cooperation process.

比如政府对接、基地场馆建设、设备设施投入、考察调研接待、项目运营方案、项目团队搭建、课程开发设计、研学平台建设、线上线下运营，这些都需要列表明确时间轴和交付物，以及费用承担。

For example, government coordination, base venue construction, equipment and facility investment, inspection and research reception, project operation plan, project team building, course development design, research platform construction, online and offline operation, all of which require a clear timeline and deliverables, as well as cost bearing.