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Contract No. 3 Guidelines private investment fund
(Mandatory Provisions Articles Guidelines)
(Draft)
First, according to the "Securities Investment Fund Law" (hereinafter referred to as the "Fund Law"), the "Company Law", "private investment fund supervision and management of Interim Measures," "Company Registration Regulations" (hereinafter referred to as "Interim Measures"), "Private investment fund managers and fund registration record (trial) "(hereinafter referred to as" registration approach ") and other relevant regulations of the guidelines.
Second, private equity fund managers through a limited liability company or limited form of private equity investment fund set up to raise, should formulate the articles of association (the "Articles of Association") in accordance with these guidelines. Statutes shall specify the essential provisions of the guidelines provided, the provisions of the guidelines necessary matters not, can refer to the content guidelines for private investment fund contract No. 1. Investors signed the Articles of Association shall meet the relevant laws and regulations of the articles of association of the statutory basic requirements.
Third, the guideline refers to the alleged corporate fund investors in accordance with "Company Law" to form a separate corporate entity (hereinafter referred to as the "Company") by funded by the company or managed through a dedicated trust fund managers mechanism private investment fund. Investors not only fund share holders fund company and a shareholder, to exercise the corresponding rights in accordance with the articles of association, undertake corresponding obligations and responsibilities.
Fourth, the private equity fund managers and private equity investors in the company's articles of association should be home the following statement and commitment, including, but not limited to:
Private equity fund managers to ensure that before the funds raised in China's fund industry association registered as a private equity fund managers, and setting out the administrator registration code. Private equity fund managers should be further statement to investors, China fund industry association for the private fund managers and private equity fund manager registration does not constitute an investment capacity of private equity fund managers, co-accredited continuing compliance situation; not as a property fund Guarantee. Private equity fund managers have to ensure that before the signing of this contract reveals the associated risks; already know about private equity investors' risk appetite, risk perception ability and affordability. Private equity fund managers in accordance with the principle of commitment to fulfill their duties, honesty, prudence and diligence in the management of the use of fund assets, profitability and lowest income of the Fund's activities does not make a commitment.
Private equity investors in its press statement "Interim Measures" to comply with the "Interim Measures" provides qualified investors requires disclosure to the final investor, sources and uses of the property to ensure compliance with the relevant provisions of the state, and has full understanding of the terms of the contract , understanding of the relevant rights and obligations, understand the risk-return characteristics of the relevant laws and regulations, and investment funds are willing to bear the investment risk and investment matters in line with the requirements of their business decision-making process; private equity investor commitments to private equity fund managers provided basic information about the investment objectives, investment preferences, investment restrictions, property income and risk tolerance and other true, complete, accurate, legitimate, there are no material omissions or misleading.
Fifth, the charter fund company shall have the following terms:
(A) [Basic information] Charter shall be set out in the company's basic information, including but not limited to company name, domicile, registered capital, the existence period, operating range (should contain "investment", "the Fund", "asset management" private investment fund to reflect the nature of the words), name of shareholders / name, address, etc., and such information may change the conditions of clarification.
(B) [shareholders] funded charter should state the shareholder's capital contribution, the amount and proportion of the payment period.
[] The rights and obligations of shareholders (c) The charter should set out the basic rights, obligations and shareholders to exercise the right to know the specific ways.
(D) [shares, transfer and withdrawal] should be set out in the articles of association of shareholders capital increase, capital reduction, shares, equity transfer and withdrawal procedures and conditions.
(E) [shareholders (large) will be set out in the Constitution] shareholders (large) will mandate, convening procedures and rules of procedure and the like.
(F) [senior management] Charter shall be set out in the Board or the Executive Director, the method for supervisors (will) and other senior executives, the terms of reference, the procedures for convening, mandate and rules of procedure and the like.
(Vii) investment matters [] charter should specify the scope of the company's investment fund, investment strategy, investment works, investment restrictions, investment decision-making process related parties recognized standards and related party investments after Avoidance System, investments are invested enterprises continue to monitor investment risk prevention, investment exit and the like.
(Viii) [management] companies fund can take self-management to be entrusted to other private equity fund management agencies. Take self-managed, the constitution should be clear management structure and investment decision-making process; entrusting the management, charter should explicitly name the administrator, the name of the administrator privileges and parallel management fee calculation and payment.
(IX) [trusteeship] property of the company hosting, and should clearly trustee charter name or clear all shareholders on the hosting arrangements for the Board of Directors / Executive Director of the mandate, including but not limited to the selection of the trustee, signed Escrow Agreement Wait.
All the shareholders have agreed not hosted, in the charter should be expressly agreed not to fund the Company's custodian, and explicit guarantees of investment funds and property safety measures and dispute resolution system.
(X) [distribution of profits and loss sharing] Charter shall be set out in the company's profit distribution and loss sharing principles and implementation.
(XI) [] costs and expenses set out in the Articles of Association shall bear the costs related to the company (including taxes), entrusted with the management and trustee compensation standard and withdrawal method.
(Xii) financial accounting system] [financial accounting system to deal with the company's articles of association make provision, including the preparation of accounting, fiscal year, the audited annual financial report, the company's annual investment operations basic and significant event reports and submit , consult the accounting books of conditions.
(Xiii) the information disclosure system [] charter company responsible for the contents of the fund information disclosure mode, frequency, etc. provided for.
(Xiv) [termination, dissolution and liquidation] Charter shall be set out in the termination of the company, the reasons for dissolution and liquidation proceedings.
(15) [] charter amendment of the constitution should be amended grounds and procedures set out in the Constitution.
(Xvi) [consistency] charter should specify when the funding agreement between the shareholders and the content of the articles of association or other document content that conflict with the Constitution shall prevail. If there are multiple versions of the Constitution and the contents of that conflict to the Chinese fund industry association filed version shall prevail.
(17) [Backup] prescribed share information all the shareholders agree that private equity fund managers, share registry, or other registration share obligations shall apply for registration of a backup fund shares (shareholders) of data in accordance with the provisions of China's fund industry association.
(Xviii) disclose information [submitted] prescribed all the shareholders agree that private equity fund managers, or other information disclosure obligor shall, in accordance with the provisions of China's fund industry association for fund information disclosure backup.
Sixth, the guidelines by the China Fund Industry Association responsible for the interpretation, implemented since 2016 [] dated [] days.
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