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Abstract: This is only an excerpt, "People's Republic of China Securities Investment Fund Law" the relevant sections on private equity funds.
(Standing Committee of the Fifth Session of the Tenth National People's Congress of the Eleventh National People's Congress December 28, 2012 the Standing Committee of the thirty 次会议修订 October 28, 2003)
table of Contents
Chapter I General Provisions
Chapter II Fund Managers
Chapter III fund trustees
Chapter IV fund mode of operation and organization
Chapter V Fund public offering
Chapter VI deal public offering of fund shares fund, purchase and redemption
Chapter VII of the investment and information disclosure public fund raising
Chapter VIII Alteration public offer fund of funds contract, termination and liquidation of the fund assets
Chapter IX fund shares publicly to raise funds the holders to exercise
Chapter raise private funds
Chapter XI fund services
Chapter XII fund industry association
Chapter XIII Supervision and Administration
Chapter XIV Liability
Chapter XV Supplementary Provisions
Chapter I General Provisions
The first purpose of regulating the securities investment fund activities, protect the legitimate rights and interests of investors and other relevant parties, to promote the healthy development of securities investment funds and capital markets, the development of this Law.
Article in the territory of People's Republic of China, public or private securities investment fund set up to raise funds (hereinafter referred to as the Fund), managed by the fund managers, fund custodians and fund share holders of the interests of securities investment activities, applicable law; law unspecified for "People's Republic of China Trust law," "People's Republic of China Securities law" and other relevant laws and administrative regulations.
Article fund managers, fund custodians and fund share holders of the rights and obligations of, in accordance with the provisions stipulated in the fund contract.
Fund manager and fund trustee according to the terms of this law and the fund contract, fiduciary duty.
Fund established by way of a public offer (hereinafter referred to as public fund raising) of the fund share holders of fund shares held by its risk and enjoy the benefits, income distribution fund established by way of a non-public offer (hereinafter referred to as non-public offering funds) and the risk of the fund contract.
Article 4 securities investment fund shall principles of voluntariness, fairness, honesty and credibility, must not harm national interests and public interests.
Article debt fund property shall be borne by the fund property itself, its contribution to the fund share holders are limited liability for the debts of the fund assets. But the fund contract pursuant to this Law otherwise agreed prevail.
Fund assets independent of the fund manager and fund custodian inherent property. Fund manager and fund custodian shall not fund property into their own property.
Fund managers, property and income fund managed by trustees of the fund assets, use or other circumstances acquired into the fund property.
Fund manager and fund custodian due to dissolution according to the law, is revoked or declared bankrupt according to law and other reasons liquidation, the fund property does not belong to their liquidation property.
Article debt fund property, not with the fund manager and fund trustee obligations inherent property of the phase offset; debts of different fund assets not offset each other.
Article by non-fund property assumed debt, the fund property shall not be enforced.
Article VIII of the relevant tax fund property investments be borne by fund shareholders, fund managers or other withholding agents in accordance with the relevant provisions of the State withholding tax levied.
Article IX fund manager and fund trustee management, the use of fund assets, obligations Fund Services Fund Services institutions engaged in activities shall fulfill their duties and fulfill honesty, prudence and diligence.
Fund managers use fund property investment securities shall abide by the rules of prudent operation, the development of scientific and rational investment strategy and risk management systems, to effectively prevent and control risks.
Fund employees shall have the fund qualifications, compliance with laws, administrative regulations and abide by professional ethics and code of conduct.
Article X of fund managers, fund trustees and fund services, should be established in accordance with this Law, securities investment fund industry association (hereinafter referred to as the fund industry association), industry self-regulation conduct and coordinate industry relationships provide the service industry, promote the development of the industry.
Article XI of the State Council securities regulatory authority in accordance with law on securities investment fund supervision and management activities; its duties in accordance with the authorized agency.
Chapter raise private funds
Article 88 shall apply to non-public fund has qualified investors to raise, qualified investors may not exceed two hundred.
The aforesaid qualified investors means reaches a predetermined level of income or assets, and have the ability to identify the appropriate risk and risk tolerance, the fund share subscription amount not less than the prescribed limit of units and individuals.
Specific criteria qualified investors by the State Council securities regulatory authority.
Article 89 In addition to the fund contract provides otherwise, non-public fund raising should be hosted by the fund custodian.
Article 90 as a fund manager in private fund raising, should register with the fund industry association in accordance with the regulations, submit basic information.
Article 91 Without such registration, no unit or individual may use the "Fund" or the words "Fund Management" or similar names in securities investment activities; however, except for the laws and administrative regulations provide otherwise.
Article 92 non-public fund raising can not raise funds to qualified investors outside the units and individuals can not talk through the press or media, radio, television, the Internet and other public reports, analysis and other ways not specific target marketing campaign.
Article 93 non-public fund raising, the fund should be developed and signed the contract. A fund contract shall include the following:
(A) holders of fund units, fund managers, fund custodians of the rights and obligations;
(B) The mode of operation of the Fund;
BreakDown (iii) the Fund, the amount and duration of subscription;
(Iv) the range of investment funds, investment strategy and investment restrictions
(V) the principle of allocation of funds benefits of implementation;
(Vi) the costs borne by the Fund;
Content (vii) fund information provided by the way;
(Viii) fund shares subscription, redemption or transfer procedures and methods;
Subject (ix) changes to the fund contract, cancellation and termination of the program;
(J) the Fund liquidation of property way;
(11) other matters agreed by the parties.
The transfer of the fund share holders of fund shares shall comply with Article 88 of this Law, the provisions of Article 92.
Article 94 in accordance with the fund contract, the Fund may hold non-public offer people as an investment fund manager responsible for fund management activities by some fund shares and, if the fund assets are not enough to satisfy its obligations bear unlimited debt fund assets joint and several liability.
Non-public fund raising in the preceding paragraph, the fund contract also states:
(A) jointly and severally liable for the fund share holders and other fund share holder's name or title and address;
(Ii) jointly and severally liable for the fund share holders delisting condition and replacement procedures;
(Iii) increase the fund share holders, exit conditions, procedures and related responsibilities;
(D) jointly and severally liable for the fund share holders and other fund share holders of the conversion process.
Article 95 non-public offering is completed fund raising, fund managers should be filed with the fund industry association. The total number of funds or fund share holders raised the required standard fund, the fund industry association shall report to the State Council securities regulatory authority.
Non-public offering of securities investment fund assets, including the sale of other securities and derivatives Co., stocks, bonds, fund shares, the securities regulatory authority under the State Council and the public offering requirements.
Article 96 fund managers, fund custodian shall follow the stipulations of the fund contract, the fund share holders fund information.
Article 97 specializing in non-public offer fund management business of fund managers, shareholders, senior management, the operating period, the Fund scale asset management meet the specified conditions, approved by the State Council securities regulatory authority may engage in public raise fund management business.
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