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Private equity fund raising behavior management approach
Chapter I General Provisions
The first private equity fund raising in order to regulate the behavior (hereinafter referred to as private equity funds), and promote the healthy development of the private equity industry, protect the legitimate rights and interests of investors and other relevant parties, according to "Securities Investment Fund Law," "private investment fund supervision and management of Interim provisions "(hereinafter referred to as" private approach ") and other laws and regulations, development of this approach.
The second private equity fund managers, fund sales by registration status in China Securities Regulatory Commission and has become China Securities Investment Fund Association member institutions (hereinafter referred to raise institutions) and their employees in a non-public way to raise funds to investors behavior applies this approach.
China Securities Investment Fund Association (hereinafter referred to as China's fund industry association) mechanism to handle private equity fund managers registered can raise its own private equity fund established by registration fund sales qualification has become the China Securities Regulatory Commission and China Fund Industry Association institutions (hereinafter referred to as the fund sales institutions) may be entrusted private equity fund managers to raise private funds. Any other institution or individual shall not engage in private fund raising activities.
The term of the fund raising contain Recommend private equity funds, the sale of fund shares (equity), for fund shares (equity) identify / purchase (subscription), redemption (exit) and other activities.
Article fund outsourcing services to their involvement in private equity fund raising aspects of the business application of this approach.
The term of the Fund outsourcing services include the provision of recruitment services to the private equity fund managers fund sales institutions, provide payment and settlement services for private fund-raising organization, private fund raising settlement funds oversight, share registration and private fund-raising business-related services institutions. The aforementioned fund outsourcing service agencies should abide by China's fund industry association fund outsourcing services related to management practices.
Article 4 private fund raising operations personnel shall have qualifications Fund (the Fund include the original sales qualification) shall abide by laws, administrative regulations and the China Fund Industry Association of self-rule, abide by professional ethics and codes of conduct, should be involved in the follow-up practical training .
Article China Fund Industry Association in accordance with the laws and regulations, the relevant provisions of China Securities Regulatory Commission and the China Fund Industry Association self-regulatory rules for private equity fund raising activities in the implementation of self-management.
Chapter II General Provisions
Article raising institutions shall fulfill their duties, honesty, prudence and diligence, to prevent conflicts of interest, to fulfill its obligations accountability, anti-money laundering obligations, undertaken to determine the specific object, investors appropriate review, private equity funds and qualified investors Available confirmation related responsibility.
Recruitment agencies and their employees shall not engage in fund assets and embezzlement of customer funds, private equity funds use non-public information related to transactions carried out illegal activities.
Article VII private equity fund manager shall perform trustee duties, assume the fund contract, articles of association or partnership agreement (hereinafter referred to as the fund contract) fiduciary responsibility. By fund sales organization to raise private funds can not be raised because the charge was exempt private equity fund managers bear responsibility according to the law.
Article VIII of private equity fund managers entrusted fund sales organization to raise private equity funds, fund sales agreement shall be concluded in writing, and the agreement concerning the rights and obligations of private equity fund managers and institutional fund sales division and other parts related to the interests of investors as Annex contract funds. Fund sales organization is responsible for the content explained to investors.
Fund sales agreement with the fund contract attachment content on fund sales are inconsistent with the fund contract annex shall prevail.
Article 9 Any organization or individual is allowed to circumvent standard qualified investors, private equity funds to raise the share of its proceeds for the right investment target of financial products, private equity funds or share split or illegal transfer of usufruct, disguised breakthrough QIP those standards. Recruitment agencies should ensure that investors are aware of the condition of private equity funds transfer.
Investors should commit in writing to its own purchase of private equity funds, and any institution or individual is allowed to illegally transfer for the purpose of splitting the purchase of private equity funds.
Article X institution shall raise trade secrets and personal information is strictly confidential investors. Subject to the provisions of laws, regulations and self-regulatory rules, can not be disclosed.
Article XI recruitment agency should keep investors appropriate management and other business-related and private fund-raising records and other relevant information, the shelf life from the date of termination of the liquidation of the fund shall not be less than 10 years.
After Article XII of the main responsibility for raising mechanism or relevant contract should raise private funds to open a special account settlement funds, private equity funds raised for the imputation of a unified settlement funds, distribution of benefits to investors, as well as payment of the redemption money allocation fund liquidation the remaining assets of the fund, to ensure that the funds be returned the same way.
The term private equity funds to raise funds settlement is defined by the imputation of recruitment agencies in investor funds between accounts and private fund assets managed-money accounts or funds transfer dealings. Settlement funds raise money from investors account set aside to reach the property, private equity funds or accounts managed-money accounts before, legitimate property belonging to investors.
Article XIII recruitment agencies should sign the account supervision agreement with the supervisory bodies, specifically for private equity funds to raise funds dedicated account settlement control over the division of responsibilities and funds transfer provisions guaranteeing security. Supervisory authority shall in accordance with laws, regulations and conventions account supervision agreement, to raise funds dedicated account settlement effectively supervise, undertake to protect private equity funds to raise funds transfer security settlement joint and several liability.
Obtain fund sales qualified commercial banks, securities companies and other financial institutions can raise as institutions and supervisory bodies in raising private equity funds in the same process. Organization meets the aforementioned circumstances should establish a complete firewall system to prevent conflicts of interest.
The term refers to the oversight body the China Securities Depository and Clearing Co., Ltd., has made fund sales qualified commercial banks, securities companies and other institutions China Fund Industry Association regulations. Monitoring bodies should be members of China's fund industry association.
Private equity fund managers should be submitted to private equity funds to raise funds dedicated account settlement information and its oversight body to China's fund industry association.
Article XIV settlement involving private equity funds to raise funds to open a special account, agencies should not be used to raise private equity settlement funds into its own assets. No unit or individual misappropriates private fund raising settlement funds in any form. When private equity fund managers, fund sales institutions, fund sales payment institution or fund share registration agency bankruptcy or liquidation, private equity funds to raise their settlement funds do not belong to the estate or liquidation property.
Article XV of private equity funds raised shall perform the following procedures:
(A) to determine the specific object;
(B) Investors in the match;
(Iii) fund risk disclosure;
(Iv) Qualified Investors confirm;
(V) investment in cooling-off period;
(Vi) Returning to confirm.
Chapter III Determination of specific objects
Article XVI recruitment agencies can only be disclosed to promote its brand through legal means private equity fund managers, development strategy, basic information about investment strategies, the management team, as well as executives from the China Information Industry Association publicity fund of private equity funds has been filed.
Private equity fund managers should ensure that the above information is true, accurate and complete.
Article XVII recruitment agencies should publicize and promote private equity funds to specific objects. Without a specific object determination procedures, not to anyone to publicize and promote private equity funds.
Article XVIII before the private equity investor presentation, raising institution shall take questionnaires and carry out programs to determine the specific object, investors risk identification and risk affordability assessment. Investors should undertake in writing to comply with qualified investors criteria.
Investors assessment longest period not exceeding three years. When private equity fund raising mechanism overdue Available again to investors, investors need to re-evaluate the risk. Private equity investors in the same fund products during the holding period of more than three years, without the need for investors to assess the risk again.
When investor risk appetite major changes can take the initiative to apply their own risk tolerance be reassessed.
Article XIX recruitment agencies should establish a scientific and effective investor survey assessment methods to ensure the ability to identify risk and risk tolerance questionnaire results with investors match. Raising institutional investors should obtain information at investor survey voluntary basis. The main survey should include, but not limited to, the following:
(A) Basic information of investors, including individual investors basic information, including information about the identity, age, education, occupation, contact information and other information; institutional investors basic information, including the necessary business registration information, contact information and other information;
(B) the financial situation in which the financial situation of individual investors, including financial balance sheets, annual personal income of the last three years, the proportion of revenue may be used to finance investments and other information; institutional investors, financial status and other information including net asset position;
(Iii) investment knowledge, including financial laws and regulations, investment markets and products, the level of understanding of the risks of private equity funds, to participate in professional training and other information;
(Iv) investment experience, including the investment period, the actual investment product type, the number of investment financial products, to invest in financial market conditions;
(V) risk preferences, including investment objectives, risk aversion, the planned investment period, the anxiety state investment fluctuations and the like.
"Private equity investor questionnaire content and format guidelines (Personal Edition)," see Annex I.
Article XX before raising institutional investors Available online through the Internet media private equity funds, should be set up to determine the specific object online program, investors should comply with their commitments QFII standards. Online determining program foregoing specific objects include but are not limited to:
(A) investors truthfully reporting the real identity and contact details;
(Ii) raising mechanism should verify user's registration information through effective verification codes, etc;
(Iii) read and agree to raise institutional investor network services agreement;
(D) the active investor to read and confirm its compliance with "private approach" Chapter III provisions on qualified investors;
(V) the ability to identify the risks investors online reporting and risk tolerance questionnaire;
(Vi) confirmed online recruitment agencies the ability to identify risk and risk tolerance of investors by the survey and assessment methods.
Chapter IV private equity fund Recommend
Article XXI recruitment agency shall itself or entrust a third party to conduct private fund risk rating, the establishment of scientific and effective private equity fund risk rating criteria and methodologies.
Recruitment agency should be based on risk types and ratings of private equity funds, the investor presentation to its ability to identify risks and risk capacity to match the private equity funds.
Article 22 The private equity fund private equity fund managers promotional material shall be produced and used. Private equity fund managers should the authenticity of private fund promotional material, completeness or accuracy.
In addition to private equity fund managers delegate raised the fund sales institutions can use the promotional material to publicize and promote the specific object, any other organization or individual shall not be used to change the use of private funds disguised promotional material.
Article 23 The institution shall take reasonable way to raise private funds to disclose information to investors, to reveal the investment risk, ensure the promotional material related content clearly and prominently. Private equity fund promotional material content should be consistent with the main content of the fund contract, without any false, misleading statements or material omissions. If inconsistent, should special note to investors. Private equity fund promotional material including but not limited to:
(A) The name and type of private equity fund;
(B) the name of private equity fund managers, private equity fund manager registration code, the fund management team and other basic information;
(Iii) China Fund Industry Association, private equity fund managers and private equity fund public information (including information related to integrity);
(Iv) private equity fund custody case (if not, should be particularly marked prominently font), other service providers (such as law firms, accounting firms, custodian, etc.), whether hired investment advisors;
(V) private equity outsourcing situation;
Investment range (vi) private equity funds, investment strategy and investment restrictions before;
(Vii) the matching of benefits and risks of private equity funds;
Risk (viii) private equity revealed;
(Ix) private equity funds to raise funds dedicated account settlement information and oversight bodies;
(J) the investors bear the main costs and rates, important rights of investors (such as subscription, redemption, transfer and other restrictions, and time requirements, etc.);
(Xi) private equity fund to bear the main costs and rates;
Contents (xii) private fund information disclosure, manner and frequency;
(Xiii) explicitly states that the file can not be reproduced or circulated to third parties;
(Xiv) to take private equity partnership, limited liability company form of organization, it should be explicitly stated occupation (shares) protocol can not substitute partnership agreement or articles of association. According to legend, "Partnership Enterprise Law" or the "Company Law", the partnership agreement, articles of association which shall be by consensus by all the partners, shareholders, concluded in written form. Apply for the establishment of partnerships, corporations or change partners, shareholders, and shall perform the procedures for applying for the establishment and change of registration to the registration authority;
Other content (15) China Fund Industry Association regulations.
Article 24 organizations and their employees when Recommend raise private equity fund, prohibit the following acts:
(A) disclosure or disguised public Available Available;
(B) Available material false, misleading statements or material omissions;
(Iii) in any way committed investor funds against losses, or in any way promise investors a minimum income, including advocacy "expected return", "expected income", "predict investment performance" and other related content;
(D) Available funds exaggerated or one-sided, illegal use of "security" and "guaranteed", "commitment", "insurance", "risk", "guaranteed", "high-yield", "risk-free" investments, which may mislead people risk worded judgment;
(5) the "MISS", "purchase opportunity" and emphasized that the wording of one-sided focus on marketing time limit;
(Vi) Recommend or less one-sided extract the overall performance of the past six months or past performance of fund products;
(Vii) posted individuals, legal persons or other organizations of congratulations, compliment or recommended text;
(Viii) 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;
(Ix) maliciously belittle counterparts;
(X) to allow the agency to hire non-staff for private equity Recommend;
(Xi) non Recommend this institution or the establishment responsible for raising private funds;
Other acts (xii) laws, administrative regulations, the China Securities Regulatory Commission and China fund industry association prohibited.
Article 25 The institution shall Recommend raise private funds through the following media channels:
(A) published data;
(B) for the public leaflets, bulletins, manuals, letters, faxes;
(C) posters, outdoor advertising;
(Iv) television, film, radio and other audio-visual and other public media;
(V) public, the portal link ads, blog, etc;
(Vi) not set a specific object is determined to raise the official website of agency programs, micro-channel circle of friends and other Internet media;
(Vii) does not set a specific target determination procedures lectures, reports, analysis will be;
(Viii) not set a specific target determination procedure calls, text messages and e-mail and other communications media;
Other acts (ix) laws, administrative regulations, the China Securities Regulatory Commission and the China Fund Industry Association self-rule prohibited.
Chapter V QFII and signed by the fund contract
Article 26 contracts signed before the fund investors, institutions should explain to investors to raise the relevant laws and regulations, indicating the rights of the investment calm, visit confirmation procedural arrangements and investor, focusing on private equity revealed risk, and with the risk Disclosure Statement signed by the investor.
Risk Disclosure Statement includes but is not limited to:
Special Risks (a) private equity funds, including the Fund Contract and Guidelines China Fund Industry Association inconsistent risks involved, fund unmanaged risks involved, funds entrusted risks, risks involved in outsourcing matters raised involved, the risks involved in hiring an investment adviser the risk of China's fund industry association registration is not waiting;
General risk (b) private equity funds, including the risk of loss of funds, the fund operational risk, liquidity risk, raising the risk of failure, the underlying investment risk, tax risk;
(Iii) investors itemized confirmation of the fund contract provisions related to important interests of investors, including the rights and obligations of the parties, fees and taxes, dispute resolution methods.
"Private Investment Funds Risk Disclosure Statement Content and Format Guidelines" see annex II.
Article 27 After completion of the risk of revealing private equity fund, raising institutional investors should be required to provide the necessary documentation or proof of income assets.
Recruitment agencies should carefully examine whether investors are reasonably consistent with standard private equity investors qualified to fulfill obligations under anti-money laundering law, and to ensure that the number of private equity investors alone may not exceed the "Securities Investment Fund Law," "Law", " a specific number of Partnership enterprise law "and other legal provisions.
According to Article 28 "private approach" qualified investors in private equity funds with appropriate risk refers to the ability to identify and risk tolerance, investing in a single private equity funds amount not less than 100 million and meet the following relevant standards bodies and individuals:
(A) the net assets of not less than 10 million yuan institutions;
(B) the financial assets of not less than 300 Yuan or the last three years the average annual personal income of not less than 50 million people.
The aforesaid financial assets, including bank deposits, stocks, bonds, fund shares, asset management plans, financial products, trust planning, insurance products, futures and other equity.
Article 29 The Parties shall complete the QFII program after confirming the signing of a contract of private equity funds.
Fund contract shall stipulate to investors provided not less than twenty-four hours cooling-off period of investment, raising institutional investment in cooling-off period can not take the initiative to contact investors.
(A) private equity investment fund shall stipulate the investment contract was signed cool period from the Fund after payment is complete and pay the subscription fund investors reckon;
(B) Other private equity fund contract private equity funds, venture capital funds and other investment on cooling-off period of the agreement can refer to in the preceding paragraph of the relevant requirements of private securities investment fund to be their own conventions.
Article 30 recruitment agency shall, after the expiry of the investment calm, command staff of the institutions engaged in fund sales operations outside Available in an appropriate manner recording telephone, e-mail, letters and other investment return visit. Returning procedure may not appear induced statements. Returning to raise investment institutions cooling-off period be recognized invalid.
Visits should include, but not limited to, the following:
(A) confirm whether respondents own investors or institutions;
(B) confirm whether investors have bought the product and whether investors fund in accordance with the requirements of handwritten signature or seal;
(C) verify that the fund investors have read and understood the contract and the risk of revealing the contents;
(D) the ability to confirm the risk identification and risk investors affordability matches the private equity investment products;
(V) to confirm whether it is aware investors investors bear the main costs and rates, important rights of investors, private equity fund information disclosure content, manner and frequency;
(F) whether it knows the future may confirm investors bear the investment losses;
(Vii) whether it knows the investor to confirm the starting time to invest cooling-off period, during well as the right of;
(Viii) to confirm whether it is aware investor dispute resolution arrangements.
Article 31 The fund contract shall stipulate, investors are raising mechanism before returning to confirm the success of the fund the right to terminate the contract. When the above situation occurs, according to the contract recruitment agencies should promptly return all subscription monies investors.
Without the confirmation of a successful visit, the subscription money fund investors can not be paid by the transfer of property to raise funds to accounts or accounts managed-money accounts, private equity fund managers may not subscribe for fund investment operations investor moneys paid.
Article 32 private equity investors belong to the following circumstances, may not apply to these measures Articles 17 to 21, Article 106 through Article 31 provides:
(A) social security funds, corporate pension and other pension funds, charitable funds and other social welfare funds;
(B) legally established in China's fund industry association filed private equity fund products;
(C) by the State Council financial supervision institutions supervision of financial products;
(Iv) invest in private equity funds managed by private fund managers and their employees;
(E) laws and regulations, China Securities Regulatory Commission and other investors in China's fund industry association regulations.
Investors professional investment institutions, this approach may not be applicable to Article 29, Article 30, Article 31 of the regulations.
Chapter VI self-regulation
Article 33 of China's fund industry association may in accordance with relevant self-regulatory rules, to conduct private fund raising and membership registration agency compliance regular or irregular site and off-site self-examination, membership and registration agencies shall cooperate.
Article 34 private equity fund managers entrusted without obtaining qualified institutional fund sales to raise private equity funds, China's fund industry association not handle private equity fund for the record business.
Article 35 recruitment agencies in violation of the Article 6 to 14 of the conduct private fund raising course of business, 17 to 20, 22 to Article 23, para. 26 of the provisions of China's fund industry association may be taken depending on the seriousness requirement within a time limit, the industry denounced the blacklist, public censure, suspend or admissibility handle the relevant business, deregistered managers and other disciplinary action for raising mechanism; to take relevant staff required to attend mandatory training within the industry denounced the blacklist, public censure, regarded as improper person, suspend fund qualifications, cancel the fund qualifications and other disciplinary action.
Article 36 in violation of the recruitment agencies in conducting private business during the fund raising to 31 of Article 29, China's fund industry association depending on the seriousness of the private equity fund managers, raising private institutions to take pause record the fund business, private equity funds not handle the record business and other measures.
In violation of Article 37 recruitment agencies in carrying out the business of private equity funds raised during this Article 16, Article 21, Article 24, Article 105, Article 27, Article eight provisions of China's fund industry association may be taken depending on the seriousness of the recruitment agencies to blacklist public censure, revocation of registration administrator disciplinary action; the relevant staff to take the industry denounced the blacklist, public reprimand, cancel Fund qualification and other disciplinary action. In serious cases, transferred to China SFC.
Article 38 recruitment agencies within a year to be taken twice a conversation reminded, 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; in two taken within two years added to the blacklist, public condemnation disciplinary action, China's fund industry association may take disciplinary action revoke registration administrator, processed and transferred to China Securities Regulatory Commission.
Article 39 in the fund outsourcing service agencies registered with the Association of Chinese fund industry on its participation in private equity fund raising aspects of the business in violation of the relevant provisions of China's fund industry association can take relevant self-regulatory measures.
Article 40 investors can raise a complaint or report a violation recruitment agencies and their employees to conduct China's fund industry association in accordance with the regulations.
Article 41 recruitment agencies, funds outsourcing service providers and their employees due to irregularities in the recruitment process is to take China Fund Industry Association, disciplinary action, the Chinese fund industry association in light of circumstances recorded in their credit files.
Article 42 recruitment agencies, funds outsourcing service providers and their employees suspected of violating laws, administrative regulations, the relevant provisions of China Securities Regulatory Commission, China Securities Regulatory Commission or transferred to judicial organs.
Chapter VII Supplementary Provisions
Article 43 of this approach since July 15, 2016 implementation.
Article 44 of this approach by the Chinese fund industry association responsible for the interpretation.
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