Interim Measures For The Supervision And Administration Of Private Investment Funds

Original Language Title: 私募投资基金监督管理暂行办法

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201503/20150300398651.shtml

Interim measures for the supervision and administration of private investment funds

    (August 21, 2014, China Securities Regulatory Commission announced come into force on the date of promulgation, 105th) Chapter I General provisions

    First in order to regulate the private investment fund activity, protect the legitimate rights and interests of investors and related parties, promote the healthy development of the private equity fund industry, according to the securities investment fund law and the opinions of the State Council on further promoting the healthy development of the capital market, these measures are formulated.

Article referred to private investment funds (hereinafter referred to as private equity), refers to the People's Republic of China territory, with a private investment fund set up to raise funds to investors.

Private equity and property investments, including buying and selling stocks, shares, bonds, futures, options, shares, funds and other investments of the investment contract.

Non-public funds for investment activities for the purpose of the establishment of the company or partnership, assets managed by fund managers or general partners, their registration, fundraising and investment operations to apply this approach.

    Securities companies, fund management companies and futures companies and its subsidiaries engaged in the private equity business for these measures, other laws and regulations, and the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) relevant provisions of the above-mentioned institutions engaged in private business as otherwise provided, apply its provisions.

    Article in the private equity business, shall follow the principle of voluntariness, fairness, honesty and credibility, safeguard the interests of investors, must not harm the interests of the State and social public interests.

Article fourth private equity fund managers and private equity fund management business Agency (hereinafter referred to as private equity fund trustees) management, use of private property, institutions engaged in private equity sales business (hereinafter referred to as private equity fund sales institutions) and other private service organizations engaged in private equity services activities shall fulfill their duties to fulfil, careful due diligence obligations of good faith.

    Private equity in China shall abide by the laws, administrative regulations, and abide by professional ethics and codes of conduct.

Fifth China Securities Regulatory Commission and its agencies, in accordance with the securities investment fund law, the approach and other relevant provisions of the China Securities Regulatory Commission, the private-equity business activity monitor. Establish a private fund management institutions and issue no administrative examination and approval for private equity funds, allowing all types of issuers on the basis of compliance according to law, not exceeding in the aggregate number of legal provisions offering private equity.

Establish a sound private fund supervision system, and effectively strengthen supervision, severely crack down on to private equity funds in the name of all kinds of illegal fund-raising activities.

    Established an agency of management regulations on private equity business risk control and management systems, unified monitoring system and a variety of private equity funds.

    Sixth Chinese security investment fund industry association (hereinafter referred to as the Fund Industry Association) in accordance with the law on securities investment funds, these measures, the relevant regulations of the China Securities Regulatory Commission and the industry association discipline rules for private equity firms to develop self-discipline, coordination of industry relationships provide services industry, promote the development of the industry.

    Chapter II registration

Article seventh private equity fund managers should be according to the provisions of the Fund Industry Association, to the application for registration of the Fund Industry Association, submitted the following basic information:

(A) industrial and commercial registration and business license duplicate copy;

(B) the articles of association or partnership agreement;

(C) the list of principal shareholders or partners;

(D) basic information for senior managers;

(E) the Fund Industry Association provides additional information.

    Should private equity fund manager of the fund industry association within 20 working days of registration materials are available through the website announcement list of private equity managers and their basic way, for private equity fund managers handle registration procedures.

Eighth private fund raising is completed, private equity fund managers should be according to the provisions of the Fund Industry Association, handle Fund filing procedures, submit the following basic information:

(A) the main investment direction, and according to the main categories of investment funds in the indicated direction; (B) the Fund contract, articles of association or partnership agreement. Provide Fund prospectuses to investors in the Fund raising process shall be submitted to fund prospectuses.

To companies, partnerships and other enterprises set up in the form of private equity funds, should also be submitted to the industrial and commercial registration and business license duplicate copy; (Iii) management, should be submitted to the management agreement.

Commissioning managed managed fund assets should also be submitted to the custodian agreement;

(D) provides the Fund Industry Association for additional information.

    In private equity fund industry associations should within 20 working days of the archival materials are available through the website announcement list of private equity and its basic way, for private equity completes filing procedures.

    Nineth Fund Industry Association for private equity fund managers and private-equity funds for registration does not constitute private equity managers investment capacity, continuous compliance approval; not as a guarantee of funds and property.

    Tenth article on private equity managers dissolved, being revoked, or is declared bankrupt, its legal representative or the general partner shall, within 20 working days the industry association report, fund industry associations should promptly canceling a registration of fund managers and site announcements.

    Chapter III qualified investors

11th private equity should be raised to qualified investors, private equity investors accumulated shall not exceed the number of the securities investment fund law, company law, partnership law and other legal provisions of a specific number.

    Investors transfer fund shares, the assignee should be qualified investors and investors after shares of the Fund shall comply with the provisions of the preceding paragraph.

12th qualified investors in private equity refers to the corresponding risk capacity and risk appetite, the amount invested in private equity of not less than 1 million units and individuals and in accordance with the following standards:

(A) not less than 10 million yuan of net assets;

(B) the financial assets of not less than 3 million Yuan or most recent three-year average annual personal income is not less than 500,000 yuan individuals.

    Referred to in the preceding paragraph the financial assets, including bank deposits, stocks, bonds, funds, asset management plan, bank financing products, trust, insurance, futures and interests.

13th the following investors as qualified investors:

(A) the Social Security Fund, corporate pension and other pension funds, charitable funds and social funds;

(B) established according to law and in the Fund Industry Association record of investment plans;

(C) investing in private equity funds managed by private fund managers and their employees;

(D) the provisions of the CSRC and other investors. As partnerships, contracts, and other illegal forms, by bringing together most of the investors ' money directly or indirectly invested in private equity, private equity fund managers or private equity fund sales institutions shall penetrate to verify whether end investors for QFII and consolidate the number of investors.

    But subject to this section, (a), (b), (d) provision of investors in private equity funds, no longer penetrate to verify whether end investors for QFII and consolidate the number of investors.

    The fourth chapter fundraising

    Article 14th private equity fund managers, private equity fund sales institutions shall not be to the units and individuals to raise funds for qualified investors, not through the press, radio, television, the Internet and other media or public lectures, reports, analyses and notices, flyers, mobile phone text messaging, micro-credit, blogs and e-mail and other means, not promotion of a specific object.

    Section 15th private equity fund managers, private equity fund sales institutions shall not promise investors principal investment against loss or commitment minimum return.

16th private-equity managers sell private equity on their own, questionnaires and other methods should be taken, the ability to identify the risks to investors and risk tolerance assessment, a written commitment by the investors conditions meet qualified investors; should draw up a risk disclosure statement, signed by the investor.

Private equity fund management commissioned sales organization and sales of private equity, private equity fund sales institutions shall take measures such as assessment, confirmation of the provisions of the preceding paragraph.

    Investor identification and risk capacity survey and risk disclosure guidelines on the content and format of the book, by the Fund Industry Association in accordance with the characteristics of the different categories of private equity.

    17th private equity fund managers on their own sales or commissioned sales organization selling private equity shall himself or entrust a third party private equity fund risk ratings, to match the risk capacity and risk appetite of investors private equity. 18th an investor shall truthfully fill out the identification and risk capacity questionnaire truthfully pledged assets or income, and take responsibility for its truthfulness, accuracy and completeness.

    Fill out the provided false information or false promises of documents shall bear corresponding responsibility.

    19th Investor shall ensure that legitimate sources of investment, not the illegal collection of others investment private equity fund of funds.

    Chapter fifth investment operations Article 20th raising private equity funds, shall make and sign contracts, articles of association or partnership agreement of the Fund (hereinafter referred to as the Fund contract).

Fund contract shall comply with the Securities Investment Fund Law 93rd, 94th article.

    Collecting other types of private equity funds, Fund contract shall be referred to the law on securities investment funds 93rd, 94th provisions expressly agreed upon the rights and obligations of the parties and related matters.

21st unless otherwise specified in the Fund contract, private funds should be managed by the Fund custodian.

    Private equity funds are not managed the Fund contract should explicitly protect private property in the Fund contract security system measures and dispute settlement mechanisms.

    22nd article of the same private equity fund managers of the different categories of private equity, should adhere to the principles of professional management; management could lead to transfer interest or conflict of interests of different private equity funds, should establish mechanisms to guard against transmission of interest and conflict of interest.

Article 23rd private equity fund managers, private equity Trustees, private sales and other private service organizations and their employees engaged in the private equity business, may not have the following behavior:

(A) the confused his own property or the property of others in the Fund assets engaged in investment activities;

(B) unfair treatment of their fund assets managed;
(C) the use of Fund assets, or of their positions, for himself or herself or someone other than the investor profit, interests of transportation;

(D) to embezzle the Fund assets;

(E) disclose their duties to facilitate access to public information, or exploitation of the information, express or implied of others engaged in related activities;

(Vi) damage property and investors ' interest in the investment activities of the Fund;

(G) neglects his duties, perform their duties in accordance with the provisions;

(VIII) engage in insider trading, manipulating trading prices and other improper trading activities;

    (I) the laws, administrative regulations and other acts prohibited by the CSRC. Article 24th private equity fund managers, private equity Trustees shall, in accordance with the contract, truthfully disclosed to investors in the Fund investment, assets and liabilities, allocation of investment income, the Fund's fees and performance fees, there may be a conflict of interest and other significant information that could affect investors ' legal rights, not withholding or giving false information.

    Information disclosure rules shall be separately formulated by the Fund Industry Association. 25th private equity fund managers should be according to the provisions of the Fund Industry Association, completing in a timely manner and regularly update management in China and its relevant information, managed by the private equity investment operations and leverage the usage guarantee provided is true, accurate and complete.

Major matters shall, within 10 working days the industry association reported.

    Private equity fund manager shall within 4 months after the end of each fiscal year, submit to the Fund Industry Association by the audit of the annual financial reports and annual investment management private equity funds operating fundamentals.

    Article 26th managed private equity fund managers, private equity funds and private equity fund sales institutions shall keep private equity investment decisions, trading and investor eligibility management, records, and other relevant information, storage life from the date of termination of the liquidation of the Fund shall not be less than 10 years.

    Sixth chapter self-discipline

27th the Fund Industry Association shall set up a private equity fund manager registration and private equity fund management information system. Fund Industry Association should be for private equity fund managers and private equity information strictly confidential.

    Unless otherwise provided by laws and regulations, shall not be disclosed.

    28th the Fund Industry Association should be established with the China Securities Regulatory Commission and its agencies and other relevant institutions for information sharing mechanism, summary analysis of private equity funds on a regular basis, providing private equity-related information in a timely manner.

29th the Fund Industry Association should be developed and implemented on private equity industry self-regulation rules, supervise and inspect the members and its practice in China. Members and their employees violate laws, administrative regulations, these regulations and the rules of discipline of the Fund Industry Association, depending on the seriousness of the Fund Industry Association, adopt self-regulation measures and related illegal information publicly available through the Web site.

    Members and their workers were arrested for illegal fund industry association shall promptly report to the CSRC.

    30th the Fund Industry Association shall set up a complaint handling mechanism to receive investor complaints and dispute resolution.

    Supervision and administration of the seventh chapter

    31st the CSRC and its agencies in accordance with the private equity fund managers, private equity Trustees, private sales and other private-equity private equity business service agencies for statistical monitoring and inspections, according to the Securities Investment Fund Law 114th article of relevant measures.

    32nd CSRC will private equity fund managers, private equity Trustees, private sales and other private service organizations and their employees credit information recorded in the Securities and futures market of credit archives database; according to the credit status of the private equity manager, carrying out the supervision.

    Article 33rd private equity fund managers, private equity Trustees, private sales and other private service organizations and their employees violate laws, administrative regulations and these rules, the China Securities Regulatory Commission and its agencies can adopt shall be ordered to correct, talk of supervision, issue a letter of warning, censure and other administrative controls.

    Eighth chapter special provisions relating to venture capital funds

    Article 34th venture capital funds in these measures refers to major investments in unlisted enterprises common stock or law can be converted into common shares, preferred shares, convertible bonds and other equity investment in equity funds.

35th to encourage and guide early venture capital fund investment of small and micro enterprises.

    State fiscal and taxation supporting policy of venture capital funds, investments shall comply with the relevant provisions of the State.

    Article 36th in Fund Manager of the Fund Industry Association registration, filing reports, investment requirements and members of management of the Fund and so on, differ from other private equity venture capital funds of industry self-regulation and provide differentiated membership services.

    37th the CSRC and its agencies to venture capital funds investing in check and other sectors, differ from other private equity oversight management; at account opening and distribution aspects of trading and investment withdrawal, providing facilitation services for venture capital fund.

    Nineth legal liability 38th article private equity management people, and private equity managed people, and private equity sales institutions and he private service institutions and practitioners violation this approach seventh article, and eighth article, and 11th article, and 14th article to 17th article, and 24th article to 26th article provides of, and has this approach 23rd article first items to seventh items and Nineth items by column behavior one of of, ordered corrected, give warning and at 30,000 yuan following fine; on directly is responsible for of competent personnel and other directly responsibility personnel,

    Give warnings and fines of between 30,000 yuan; 23rd eighth behavior of these measures, in accordance with the Securities Act and the relevant provisions of the regulations on futures trading management constitutes a crime, and handed over to judicial organs for criminal responsibility according to law.

    39th private equity fund managers, private equity Trustees, private sales and other private service organizations and their employees violate laws and regulations and these rules, if the circumstances are serious, the China Securities Regulatory Commission may, in accordance with their responsibilities to take market entry measures.

    40th private equity fund managers and their employees in violation of the relevant provisions of the law on securities investment funds, in accordance with the relevant provisions of the securities investment fund law.

    The tenth chapter by-laws 41st these measures come into force on the date of promulgation.