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Private Investment Fund Information Disclosure
Chapter I General Provisions
In order to protect the legitimate rights and interests of private equity investors, standardize information disclosure activities of private equity funds, according to "Securities Investment Fund Law," "private investment fund supervision and management of Interim Measures," "private equity fund managers and fund registration filing approach (trial) "and other relevant laws and regulations and self-regulatory rules, to develop this approach.
The second piece of information disclosure obligations The term, referring to private equity fund managers, private equity fund trustees, as well as laws and administrative regulations, the China Securities Regulatory Commission (hereinafter referred to as China CSRC) and the China Securities Investment Fund Association ( hereinafter referred to as China's fund industry association) specified corporations and other organizations have information disclosure obligations.
The presence of more than one private fund information disclosure obligations should be agreed in the relevant agreements and obligations to disclose relevant matters.
Information disclosure obligations on behalf of third parties to disclose information shall not be exempt from disclosure information disclosure obligations should bear legal obligations.
Article information disclosure obligor shall, in accordance with the provisions of China's fund industry association as well as the fund contract, articles of association or partnership agreement (hereinafter referred to as the fund contract) agreed to disclose information to investors.
Article information disclosure obligor shall guarantee the authenticity, accuracy and completeness of the information disclosed.
Article V private equity fund managers should be submitted in accordance with the disclosure of information through the internet backup information Chinese private equity fund industry association specify.
Past performance of private equity fund managers and private equity fund private equity fund managers will be the operation of private equity funds to disclose information backup platform submitted data.
Article VI of private equity investors can log information about China Fund Industry Association designated backup platform disclosure information inquiries.
Article information disclosure obligations, investors and other relevant bodies should be legally acquired private fund non-public disclosure of all information, trade secrets, personal privacy and other information confidentiality obligations.
China's fund industry association should be a private equity fund managers and private information strictly confidential. Except as otherwise provided in laws and regulations, shall not be disclosed.
Article VIII of China's fund industry association in accordance with this approach to information disclosure activities of private equity funds will be self-managed.
Chapter II General Provisions
Article IX of information disclosure obligor shall disclose to investors include:
(A) the fund contract;
(B) the prospectus and other documents publicity and promotion;
The main terms of the rights and obligations (c) fund sales agreement (if any);
(Iv) the Fund's investments;
(E) the assets and liabilities of the Fund;
Investment income distribution (vi) funds;
(Vii) the costs incurred by the Fund and the performance fee arrangements;
(Viii) potential conflicts of interest;
Significant litigation (ix) relates to private equity fund management business, property funds, fund custody business, the arbitration;
Other significant information (X) China Securities Regulatory Commission and the China Fund Industry Association that affect investors' legitimate rights and interests.
Article X private equity fund custodian, the private equity fund custodian shall, in accordance with relevant laws and regulations, and the provisions of China Securities Regulatory Commission and the fund contract of Chinese fund industry association agreement, the net assets of the Fund for the preparation of private equity fund managers, fund shares, Fund-related information disclosure to investors of subscription and redemption price of fund shares, the fund periodic reports and prospectuses and other regularly updated for review to confirm.
Article XI information disclosure obligations to disclose information about the Fund can not have these behaviors:
(A) public disclosure or disguised public disclosure;
(B) false or misleading statements or material omissions;
(Iii) investment performance prediction;
(D) violations committed gains or bear losses;
(V) to discredit other fund manager and fund trustee or fund sales organization;
(Vi) posted congratulatory compliments or recommended text to any natural person, legal person or other organization;
(Vii) the use of non-comparable, fair, accurate, authoritative data sources and methods to compare results, the arbitrary use of "best-performing", "largest" and other related terms;
Other acts (viii) laws, administrative regulations, the China Securities Regulatory Commission and China fund industry association prohibited.
Fund disclosure documents to raise domestic investors should adopt the Chinese text of Article XII, should maximize the use of simple, understandable language statements. At the same time the use of foreign language text, information disclosure obligor shall ensure that both texts being identical in content. When two versions of discrepancy, the Chinese version shall prevail.
Chapter III Information Disclosure during fund raising
Article XIII of private equity funds to promote its promotional material (such as a prospectus) content shall truthfully disclose basic information about fund products, consistent with the fund contract. If not, should special note to investors.
During the private fund raising Article XIV, it shall publicize and promote the material (such as prospectuses) disclose to investors the following information:
Basic information (a) Fund: Fund Name Fund architecture (whether the mother fund, whether parallel funds), fund type, fund domicile (if any), to raise the scale fund with a minimum subscription amounts of capital, fund operation ( closed, open or otherwise), the existence period of the Fund, the Fund name and contact information, the fund custodian (if any);
(Ii) fund managers basic information: name of the fund manager, registered / principal business address, date of establishment, organization, fund managers in Chinese Fund Industry Association registration conditions;
Investment Information (c) the Fund: The Fund's investment objective, investment strategy, investment direction, the performance benchmark (if any), the risk-return characteristics;
Raising period (iv) the Fund: Fund shall specify the delivery date and the first round of last delivery day matters (if any);
(V) fund valuation policies, procedures and pricing models;
The main clause (vi) of the fund contract: of contribution, income distribution and loss sharing mode, and standard management fee accrual way, the fund's expense way, the Fund's operations and financial reports submitted to the system and so on;
Purchase and redemption (vii) arrangements for the Fund;
(Viii) the integrity of the fund manager described the recent three years;
(Ix) Other matters.
Chapter IV Information Disclosure during operation of the Fund
Article XV fund contract shall specify the content of information disclosure obligations to disclose information to investors, the frequency of disclosure, disclosure of the way, the duty of disclosure and information disclosure channels such matters.
Article XVI during the private fund operation, information disclosure obligor shall, within 10 working days to disclose to investors the net value of the fund from the date of the end of each quarter, the main financial indicators as well as portfolio and other information.
Single private equity investment funds under management amounted to 50 million yuan, the net value of the Fund should continue to disclose information to investors within five working days after the end of each month.
During the operation of private equity funds Article XVII, information disclosure obligor shall, in each year from the closing date within six months to disclose the following information to investors:
(A) Report of the total net value of fund shares and end fund;
(B) the financial situation of the Fund;
(Iii) the operation of investment funds and the use of leverage situations;
(Iv) investor account information, including the contribution paid, unpaid capital contributions as well as the reporting period the total amount of fund shares and other holdings;
(V) distribution of investment income and losses borne;
(Vi) the fund manager acquired management fees and performance fees, including provision for reference, the provision and the way of payment;
Additional information (7) The fund contract.
Article XVIII occurred the following important matters, information disclosure obligor shall timely disclosure to investors in accordance with the stipulations of the fund contract:
(A) the fund name, registered address, form of organization change occurs;
(B) the scope of investment and investment strategies for significant changes;
(C) change the fund manager or custodian;
The legal representative (d) managers, executive partner (by proxy), the actual controller is changed;
(V) funds hit the stop line or warning line;
(Vi) management fee, trustee fee changes;
Change (7) The fund income distribution matters occur;
(Viii) triggered a huge fund redemptions;
(Ix) the fund's duration change or extension;
(J) the occurrence of winding up or liquidation of the fund;
(Xi) significant related transactions;
(Xii) the fund manager and the actual controller, executives suspected of major illegal acts or are receiving regulatory or self-management surveys;
Significant litigation (xiii) involving private fund management business, property funds, fund custody business, the arbitration;
Other major issues affecting the interests of investors (XIV) in the fund contract.
Transaction Management Chapter V Information Disclosure
Article 19 - disclosure obligor shall establish and improve the information disclosure management system, the designated person responsible for the management of information disclosure, as required in the registration system of private equity funds to disclose information related to system files to upload.
Article XX Information Disclosure Management System shall include at least the following:
(A) the content of information disclosure obligations to disclose information to investors, the frequency of disclosure, disclosure of the way, the duty of disclosure and information disclosure channels such matters;
(B) disclosure documents, file management information;
(C) the disclosure of information management, processes, channels, emergency plans and responsibilities;
(D) failing to disclose information of accountability mechanisms for violations of the provisions of personnel actions.
Article XXI disclosure obligor shall keep the relevant documents private fund information disclosure, the shelf life from the date of termination of the liquidation of the fund shall not be less than 10 years.
Chapter VI self-regulation
Article 22 of China's fund industry association regularly publish industry information disclosure guidelines, guidance information disclosure obligations related to information disclosure matters.
Article 23 The case of China's fund industry association may disclose information on the fund information disclosure obligations of regular or irregular onsite and offsite self-examination, information disclosure obligor shall cooperate.
Article 24 private equity fund managers in violation of the provisions of Article 15 is not disclosed in the fund contract information matters, the process of filing the fund shall be ordered by China's fund industry association corrections.
Article 25 Information disclosure obligations in violation of the Article V, IX, 16 to Article 18, the investor can complain or report to the China Fund Industry Association, China Association can ask their fund within a time limit. Overdue correction, the Chinese fund industry associations can depending on the seriousness of the information disclosure obligations and the main person in charge to take the conversation to remind, written warning, asked to participate in mandatory training within the industry denounced the blacklist and other disciplinary action.
Article 26 Information disclosure obligations management of information disclosure, in violation of the nineteenth to the provisions of Article XXI, China's fund industry association can require correction by a deadline. Overdue correction, the Chinese fund industry associations can depending on the seriousness of the information disclosure obligations and the main person in charge to take the conversation to remind, written warning, asked to participate in mandatory training within the industry denounced the blacklist and other disciplinary action.
Article 27 The presence of private equity fund managers in the information disclosed in the present Measures Article XI (a), (b), (c), (d), (g) the behavior of Chinese fund industry association Visualization the seriousness of the fund managers take public reprimand, suspend handle the relevant business, deregistration administrator or cancellation of membership and other disciplinary action; charge and other directly responsible personnel directly responsible, the China fund industry association can take required to attend mandatory training, the industry denounced the blacklist, denounced that inappropriate candidates, suspend or cancel the fund qualifications and other disciplinary action and recorded in their credit files. In serious cases, the transfer of Chinese SFC.
Article 28 private equity fund managers in one year twice been taken to remind conversation, written warning, a deadline for correction and other disciplinary action, the Chinese fund industry associations can take them to the blacklist and public condemnation disciplinary action; within two years, to be taken twice a blacklist, condemned publicly disciplined by the China Fund industry Association China Securities Regulatory Commission handover process.
Chapter VII Supplementary Provisions
Article 29 These Measures shall be implemented from the date of publication.
Article 30 The term or more, or less, including this number.
Article 31 of this approach by the Chinese fund industry association responsible for the interpretation.
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