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Interim Measures for supervision and management of private equity funds
Chapter I General Provisions
The first order to regulate private investment fund activities, protecting the legitimate rights and interests of investors and other relevant parties, and promote the healthy development of private investment fund industry, according to the "Securities Investment Fund Law," "Some Opinions of the State Council on further promote the healthy development of the capital market" formulated.
The second term of the private investment fund (hereinafter referred to as private equity funds), refers to the territory of People's Republic of China, in private investment funds to investors to raise funds established. Investment property, including private equity funds buy and sell stocks, shares, bonds, futures, options, fund shares and other investment instruments investment contract. Closed to raise funds to carry out investment activities for the purpose of setting up a company or partnership, the assets by the fund manager or general partner's management, its registration, fund-raising and investment operation of the application of this approach. Securities companies, fund management companies, futures companies and its subsidiaries engage in private equity business application of this approach, other laws and regulations and the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) with the relevant provisions of the above-mentioned institutions as otherwise provided in the private equity business , apply.
Article in the private equity business, should follow the voluntariness, fairness, honesty and credit principle, safeguard the legitimate rights and interests of investors, must not harm national interests and public interests.
Article agencies engaged in private equity fund managers and private equity fund custody business (hereinafter referred to as private equity fund trustees) management, the use of private property funds, private equity funds in the sales organization (hereinafter referred to as private equity fund sales institutions) and other private services service activities in private equity funds, should fulfill their duties, fulfill honesty, prudence and diligence. Private equity fund employees shall abide by the laws, administrative regulations and abide by professional ethics and code of conduct.
Article 5 China Securities Regulatory Commission and its agencies in accordance with the "Securities Investment Fund Law," this approach and other relevant provisions of China Securities Regulatory Commission, the implementation of operational activities of the private equity fund supervision and management. The establishment of private equity fund managers and private equity fund does not issue the administrative approval, to allow all types of issuers on the basis of co-regulation law on the law and not exceed the number of private equity investors in the issue. Establish and improve the supervision system of private equity funds issue, and effectively strengthen the matter in ex post regulation, and severely crack down on illegal fund-raising activities in the name of private equity funds. Promote the establishment of private equity operators regulate conduct of business risk control and self-management system and a unified system of monitoring all types of private equity funds.
Article China Securities Investment Fund Association (hereinafter referred to as the fund industry association) in accordance with the "Securities Investment Fund Law," this way, China Securities Regulatory Commission and other relevant provisions of the fund industry association self-regulatory rules for private equity sector industry self-regulation, industry coordination relationship, provide trade services, promote the development of the industry.
Chapter II registration
Article various types of private equity fund managers should be based on the provisions of the fund industry association, the fund industry associations to apply for registration, submit the following basic information:
(A) business registration and business license copy of a copy;
(B) the articles of association or partnership agreement;
(C) a list of principal shareholders or partners;
Basic information (iv) senior management personnel;
Additional information (e) Funds Industry Association regulations.
Fund Industry Association shall, within 20 working days of private equity fund managers after registration materials are available, by way of the website announcement lists private equity fund managers and the basic conditions for private equity fund managers gone through registration procedures.
Article VIII of various types of private equity fund raising is completed, the private equity fund managers should be based on the provisions of the fund industry association, for fund filing procedures, submit the following basic information:
(A) the main investment direction and investment fund categories according to the main directions stated;
(Ii) the fund contract, articles of association or partnership agreement. Funds raised during the fund prospectuses provided to investors, the fund prospectus shall be submitted. In private equity companies, partnerships and other companies established in the form shall also be submitted to the industrial and commercial registration and business license copy of a copy;
(C) entrusting the management, trust management agreement shall be submitted. Entrusted custodian custodian of the fund property shall also be submitted to the custody agreement;
Additional information (iv) fund industry association regulations. Fund Industry Association shall, within 20 working days of private equity funds after filing materials are available, by means of site notice and private equity fund list basic conditions for private equity gone through filing procedures.
Article IX 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.
Article X of private equity fund managers legally dissolved, revoked or declared bankrupt according to law, his legal representative or the General Partner shall, within 20 working days within the fund industry association reported that the fund industry association shall be immediately revoked fund managers registration and announcement through the website.
Chapter III QFII
Article XI private equity funds should be raised to qualified investors, the number of private equity investors alone may not exceed the "Securities Investment Fund Law," "Law", "Partnership Enterprise Law" and other legal provisions of a specific number. Investors share the fund transfer, the transferee shall be qualified investors the number of investors and fund shares transferee shall comply with the provisions of the preceding paragraph.
Eligible investors Article XII of private equity funds with appropriate risk refers to the ability to identify and risk tolerance, the amount invested in private equity funds alone is not less than 100 million and meet the following criteria related to the units and individuals:
(A) the net assets of not less than 10 million units;
(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 XIII of the following investors as qualified investors:
(A) social security funds, corporate pension and other pension funds, charitable funds and other social welfare funds;
(B) legally established in the fund industry association filed investment plans;
(C) investments in private equity funds managed by private fund managers and their employees;
Other investors (iv) China Securities Regulatory Commission. In the form of unincorporated partnership, contracts, etc., by pooling investor funds most of the direct or indirect investments in private equity funds, private equity fund managers or private equity fund sales institutions shall verify whether the penetration end investors for qualified investors, and merge calculate the number of investors. However, consistent with paragraph (a), (b), the provisions of (d) of investors to invest in private equity funds, whether or not through the final verification of qualified investors and investors Consolidate the number of investors.
Chapter IV Fundraising
Article XIV of private equity fund managers, private equity fund sales institutions may not raise funds to qualified investors outside the units and individuals can not talk through the media or the press, radio, television, the Internet and other public reports, analysis and billing will , flyers, SMS, micro-letters, blog and email, to non-specific marketing campaign.
Article XV private equity fund managers, private equity fund sales institutions may not promised investors against losses or capital investment commitment minimum income.
Article XVI sales of its own private equity fund managers of private equity funds, should take surveys, etc., investors risk identification capabilities and the ability to assess risk, the investor a written commitment to meet the eligibility conditions for investors; should risk disclosure book by investors to sign it. Private equity fund managers commissioned sales agencies sell private equity funds, private equity fund sales institutions should take the assessment in the preceding paragraph, confirmation and other measures. Investors risk identification capability and affordability of questionnaires and risk disclosure guidelines and format of the book, developed by the fund industry association in accordance with the characteristics of the different categories of private equity funds.
Article XVII private equity fund managers sell their own or entrust sales agencies sell private equity fund shall himself or entrust a third party private fund risk ratings to risk identification and risk affordability to match the private equity investor presentation.
Article XVIII investors should fill out risk identification capability and affordability questionnaire truthfully committed assets or income, and is responsible for the truthfulness, accuracy and completeness. Fill in false information or documents provided false promises should be held accountable.
Article XIX investors should ensure that sources of investment funds are legal, others may illegally pooled investment funds of private equity funds.
Chapter V investment operations
Diershitiao raise private equity fund, the fund should be developed and signed the contract, articles of association or partnership agreement (hereinafter referred to as the fund contract). Fund contract shall meet the "Securities Investment Fund Law" Article 93, Article 94. Raise other types of private equity funds, fund contract shall refer to "Securities Investment Fund Law" Article 93, Article 94, the parties expressly agreed rights and obligations, and related matters.
Article 21 Unless otherwise stipulated in the contract funds, private equity funds should be hosted by the fund custodian. Private equity fund contract without hosting, should clearly protect property private equity funds in the fund contract of institutional measures and dispute settlement mechanism.
Article 22 of the same private equity fund managers to manage different categories of private equity funds, should adhere to professional management principles; management may lead to a conflict of interest or the transfer of benefits of different private equity funds, mechanisms to prevent the transfer of benefits and conflicts of interest should be established.
Article 23 private equity fund managers, private equity fund custodian, fund sales institutions and other private service agencies and private practitioners in the private equity business, may not have the following behavior:
(A) its own property or the property of others with fund property investment activities;
(B) does not do justice to the different fund properties it manages;
(C) the use of his position to fund or property, other than himself or investors who reap benefits, transfer of benefits;
(D) Conversion and Appropriation of fund assets;
(E) because of his disclosure of non-public information to facilitate access to, the use of this information in or express, implied others to engage in activities related to the transaction;
(6) engaging damage the interests of investors and fund property investment activities;
(Vii) negligence, failure to perform duties in accordance with the regulations;
(Viii) engage in insider trading, price manipulation and other unfair trading transactions;
(Ix) laws, administrative regulations and the China Securities Regulatory Commission and other acts prohibited.
Article 24 private equity fund managers, private equity fund custodian shall accordance with the contract, truthfully disclose to investors the investment fund, assets and liabilities, investment income distribution, conflict of interest costs borne by the Fund and performance fees, there may be as well as possible other significant information affect investors' legitimate rights and interests, without any concealment or false letter
interest. Information disclosure rules shall be formulated by the fund industry association.
Article 25 private equity fund managers should be based on the provisions of the fund industry association, timely reporting and regularly updated information about managers and their employees, the management of private equity investment and the operation of the use of leverage, to ensure that reporting is true , accurate and complete. Significant matters, shall, within 10 working days within the fund industry
Association reported. Private equity fund managers shall, within four months after the end of each fiscal year, the fund industry association to submit the annual financial report audited by accounting firms and private equity investment operations of the basic situation of the annual management.
Article 26 private equity fund managers, private equity funds and private equity sales custodian institution shall keep private fund investment decisions, investors and transaction records and other aspects of the appropriate management and other relevant information, retention period from the termination of the fund liquidation date not less than 10 years.
Chapter VI of industry self-regulation
Article 27 The Association shall establish a fund industry registered private equity fund managers, private equity funds record management information system. Fund industry association shall private fund managers and private equity fund information strictly confidential. Except as otherwise provided in laws and regulations, shall not be disclosed.
Article 28 The Association shall establish and fund China Securities Regulatory Commission and its agencies and other relevant bodies of information sharing mechanism for regular meta-analysis of the situation of private equity funds, private equity funds to provide timely information.
Article 29 The fund industry associations should develop and implement rules for the private equity industry self-regulation, supervision, inspection practice of members and their employees. Members and their employees in violation of laws, administrative regulations, the provisions and the fund industry association of self-rule, the fund industry association can be depending on the seriousness, self-management to take measures and public information related to illegal sites. Members and their employees suspected of illegal fund industry association shall promptly report to China Securities Regulatory Commission.
Article 30 The fund industry associations should establish complaint handling mechanisms to receive investor complaints, conduct dispute resolution.
Chapter VII Supervision and Administration
Article 31 China Securities Regulatory Commission and its agencies in accordance with law for private equity fund managers, private equity fund custodian, fund sales institutions and other private private private equity business service agencies to make statistical monitoring and inspection, in accordance with the "Securities Investment Fund Law "Article 114 provides for the adoption of measures.
Article 32 China Securities Regulatory Commission will be private equity fund managers, private equity fund custodian, fund sales institutions and other private service institutions and their employees private information entered in the integrity of the securities and futures market integrity archives database; according to private equity fund managers of credit situation, the implementation of differentiated supervision.
Article 33 private equity fund managers, private equity fund custodian, fund sales institutions and other private service agencies and private practitioners in violation of laws, administrative regulations and the provisions of China Securities Regulatory Commission and its agencies may be ordered to take them correction, monitor conversations, issued a letter of warning, public reprimand and other administrative regulatory measures.
Chapter VIII Special provisions for venture capital funds
Article 34 The term of a venture capital fund, refers mainly to invest in unlisted start-ups common stock or preferred stock convertible into common law of shares, convertible bonds and other equity interests.
Article 35 venture capital funds to encourage and guide the early venture small and micro enterprises. Enjoy the state fiscal and tax policies to support venture capital fund, the investment shall be consistent with the relevant national regulations.
Article 36 The fund industry association fund manager registration, record the fund, investment reporting requirements and membership management and other sectors, to take the venture capital fund is different from other industry self-differentiated private equity funds, and provide differentiated service members.
Article 37 China Securities Regulatory Commission and its agencies for venture capital funds to invest in the direction of inspection and other aspects of supervision and management to take differentiated from other private equity fund; in account opening, distribution and other aspects of trading and investment exit for entrepreneurs investment funds provide facilitation services.
Chapter IX Legal Liability
Article 38 private equity fund managers, private equity fund custodian, fund sales institutions and other private services private organizations and their employees, in violation of Article 7,
Articles 8, 11 and 14 to Article 17, as well as the provisions of Article 23, paragraph 1 and Article 7 to Article 24 to Article 26 of one of the acts listed in the ninth, ordered to make corrections, give a warning and impose a 30,000 yuan; in charge and other directly responsible personnel directly responsible shall be given a warning and impose a 30,000 yuan; there is this second approach thirteen eighth acts in accordance with the relevant provisions of the "Securities law" and "Exchange management regulations" punishment; constitute a crime shall be transferred to judicial organs be held criminally responsible.
Article 39 private equity fund managers, private equity fund custodian, fund sales institutions and other private services private organizations and their employees violate laws and regulations and the provisions, the circumstances are serious, China Securities Regulatory Commission may adopt legally responsible persons concerned market exclusion measures.
Article 40 private equity fund managers and their employees in violation of the relevant provisions of the "Securities Investment Fund Law", in accordance with the relevant provisions of the "Securities Investment Fund Law" punishment.
Chapter X Supplementary Provisions
Article 41 The effect from the date of promulgation.
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