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Private equity fund raising and transfer Operational Guidelines
(Trial)
Chapter I General Provisions
The first private investment fund in order to regulate inter-institutional private equity products, pricing and service systems (hereinafter referred to as "pricing system") to raise, transfer and protect investors' legitimate rights and interests, maintain quotation system running order, according to "People's Republic of China Company Law" "People's Republic of China Partnership enterprise law," "People's Republic of China Securities investment Fund law," "private investment fund supervision Interim Measures" and other laws and regulations and the "inter-agency private equity products, pricing and service management approach (trial)", developed The present guidelines.
Article Guidelines referred to private equity funds (hereinafter referred to as "private equity") refers to the territory of People's Republic of China, in private investment funds to investors to raise funds established. Income distribution and the risk is borne by the private equity fund private equity fund contract, articles of association or partnership agreement.
Recruitment and transfer of private equity funds in the quotation system for the present guidelines.
CSI Capital Market Monitoring Center Co., Ltd. Article (hereinafter referred to as "Market Monitoring Center") in a private fund raising, the transfer of the activities of daily quotation system management.
Chapter II offering and transfer
Article raising private equity funds in the pricing system, the fund manager (hereinafter referred to as "manager") should be entered in the registry issue quotation system to submit the articles of association or partnership agreement, and to disclose the following materials to the participants through specific quotation system:
(A) private equity fund contract;
(B) private equity fund prospectuses (if any);
(C) the risk disclosure statement;
(Iv) entrusted management agreement (if any);
Other documents (v) market monitoring center requirements.
Managers of private equity funds entrusted to a third party custodian property shall also be submitted to private equity fund assets custody agreement.
Article involvement of private equity funds to subscribe for shares on the basis of the establishment of the private fund contract, the declaration shall be submitted in the subscription pricing system, the declaration should include the private equity fund product code, product name, the amount of participation and other information.
Participants subscribed Corporation or partnership interests in private equity funds, should sign an undertaking to subscribe capital in raising period and manager of subscription commitments and payment obligations within the scope of the agreed time frame. The book should include the commitment of subscription amount of subscription, subscription time and so on.
Article VI administrator can subscribe / subscribed private equity participation in the form of an electronic quotation system contract signed subscription contract or of subscription undertaking.
After Article VII of private fund raising, private equity fund raising to meet the conditions, the manager should be raised from the date of expiry of the 10 working days to confirm the success of raising subscription / subscription of the private equity participation disclose this raised result information.
Article VIII manager may agree to raise the minimum size or other circumstances failed to raise in the prospectus.
Agreed to raise the case of failure, the administrator shall refund the subscription agreement / time subscribed capital and interest calculated in the prospectus. The prospectus is not agreed, the manager should be raised from the date of the end of 10 working days since, to subscribe / subscribed private equity participation, refund the subscription / subscribed capital and interest on demand deposits by the bank's benchmark interest rate.
Article IX private equity funds agreed in the contract or prospectus of open systems and offer open subscription, redemption share of private funds, the manager should be agreed in advance to the participants in accordance with the orientation of the open disclosure of private equity fund in the pricing system, purchase and redemption time, product value and the purchase and redemption principles and other relevant information.
Investors accept the commission on behalf of the quotation system subscription, purchase private equity participation shall disclose the above information to its investor targeting.
Article X of private equity funds transfer any share or interest in the pricing system, managers should fill in the transfer pricing system registry, filing instructions, the submission of the articles of association or partnership agreement, industry and commerce administrative agencies or the Commission approved the registration certificate issued by the documents and other materials required for market monitoring center, and disclose the specific people involved in the following materials:
(A) private equity fund contract;
(B) prospectus (if any);
(C) the risk disclosure statement;
(Iv) trust management agreement;
(V) commissioned escrow agreement (if any).
Article XI managers in the private equity funds transfer pricing system share or interest, can negotiate the transaction, click on the transaction and other means.
The administrator can select one or more transfer mode at the time of transfer of registration and disclosure in the quotation system.
Article XII private equity fund participants transfer any share or interest in the quotation system, you can sign the transfer agreement in the form of contract in electronic quotation system.
The duration of Article XIII expired or private equity partnerships and dissolution of the company, the manager shall apply for the termination of the transfer of private equity funds.
Article XIV of private equity funds should be raised or transferred to qualified investors, the number of private equity investors alone may not exceed the provisions of laws and regulations.
Chapter III Registration and Settlement
Article XV private equity fund based private equity fund established in the contract pricing system recruitment, transfer, and can be handled by quotation system registration and settlement institution or other organization recognized by the Commission registration, settlement. Other bodies entrusted SFC-authorized registration, billing, and other institutions approved by the Commission shall enter into a cooperation agreement with the Market Monitoring Center, and registration, billing information submitted quotation system.
Inc., registered partnership of private equity funds should be based on relevant laws and regulations apply to the industrial and commercial administrative authorities or other competent authorities. Before the transfer pricing system, private equity fund managers should be submitted to the equity holders of information quotation system; After the transfer, the private equity fund managers should change to equity holders of the registration results back quotation system.
Article XVI participant may open accounts in its own products pricing system, nominal holding accounts or fiduciary products product accounts. Among them, according to its own products account for equity participation in private equity funds or shares held by the people themselves; for accounts held in the name of products according to the participants accept the QFII trust held by private equity fund share or interest; fiduciary products account for record participation funds, asset management plans and other private equity funds managed by people share or interest held.
Product quotation system account code consists of 12 characters, of which the first three "100", after nine by the Arabic numerals and English letters, Arabic numerals priority, prepared by the independent pricing system.
Article XVII participant in the quotation system of settlement funds, fund settlement shall sign a service agreement with Market Monitoring Center and open a settlement account funds quotation system.
Participants may open in the quotation system of its own funds settlement account, agency account settlement funds, fiduciary funds or special accounts settlement fund settlement account. Among them, according to its own funds for the settlement account of the participant's own funds; Acting funds settlement account used to record the qualified investor funds; fiduciary funds settlement account for the funds according to people involved in the management of funds, asset management plans, etc.; dedicated funds settlement account used to record the participants raised the issue of private equity funds in the pricing system, as well as for dividend funds.
Article XVIII participate in product pricing system apply to open accounts, funds settlement account, should fill out the online account opening application form. Upon receipt of the application form submitted by the participants, quotation system 2 working days to confirm.
Products apply to open fiduciary accounts, fiduciary funds settlement account, participation in the establishment shall be submitted online product documentation, and set up the product within 10 working days after the account opening documents sent to the market success of the monitoring center for data archiving.
Article XIX participants account for revocation products, capital settlement accounts, should fill out the online account application form withdrawal, account shall be applied at the same time meet the following criteria:
(A) within the account balance is zero;
(B) account no transaction reporting or transaction;
(C) in no way account for settlement or share private equity products, interest or capital;
(Iv) accounts without any outstanding debt or contract;
(E) the account status is normal, no freeze, pledge, sell household and other abnormal conditions;
Other conditions (vi) market monitoring center requirements.
Upon receipt of the account cancellation request form, quotation system two working days of the account to withdraw the application for confirmation. After the cancellation accounts, participants shall, within 10 working days to withdraw the account application form sent to the monitoring center market.
Article 20 quotation system raising, private equity funds transfer can take nominal holding pattern. Participants should sign the agreement on behalf of holders of qualified investors with clear rights and obligations of both parties. Participants should be exercised in accordance with the agreed product holders rights, without prejudice to the rights and interests of qualified investors.
Participants should open accounts for each product qualified investors, equity data were recorded for each eligible investor-owned. Participants should submit QFII products account registration information to the pricing system, account balances, changes in equity detail records and other information, the information submitted to comply with the relevant provisions of quotation system. Participants shall ensure that the information submitted true, accurate and complete.
QFII account product code consists of 12 characters, of which the first three people to participate in the code, assigned by the unified pricing system, after nine by the Arabic numerals and English letters, Arabic numerals priority, prepared by independent participants.
Twenty-one participants in the quotation system subscription, the share of private equity funds before the transferee shall open settlement number, each number corresponds to a unique settlement fund settlement account. No self-billing and settlement entrusted number corresponding to fiduciary funds settlement account settlement account with its own funds, while the corresponding number proxy settlement fund settlement agent account held in the name and product accounts. Participants submit private equity funds to subscribe for shares when the purchase, redemption, the transferee and transfer transaction application should be selected billing number.
Article 22 The company, partnership private equity funds raised in quotation system, pricing system subscribed subscribed human cases recorded. After the release of, quote system to provide people subscribed to the issuer, subscription quantity.
Article 23 The registration and settlement institution entrusted quotation system of registration, registration administrator shall sign a service agreement with Market Monitoring Center.
Private equity fund based private equity fund established in the contract pricing system offered, the administrator shall submit the registration form elements and other materials to offer system registration and settlement institution before raising five working days; during recruitment, registration and settlement institution quotation system for recording subscription declaration, and, after the successful issue to raise private funds registration documents.
Article 24 entrusted quotation system registration and settlement institution for registration of private equity funds transfer pricing system, the pricing system based on auction registration and settlement institution for registration changes. Because justice deduct administrative allocation, inheritance, gift, corporate merger, division and other reasons is transferred, the quotation system registration and clearing institutions based on relevant information for registration changes.
Article 25 The delegate registration quotation system, pricing system for the registration and settlement institution pursuant to an application termination or expiration advance for cancellation of registration of private equity funds, market monitoring center and signed by the private equity fund manager registration data transfer memorandum, will hold someone roster list and other private equity fund shares or transfer of registration data and information managers.
The aforesaid list includes the names of the holders of private equity funds code, participant names, products, account code, valid identity document number, mailing address participants, the number of products held, custodian, restricted circumstances, judicial frozen state , pledge registration, did not receive bonuses and other content.
Article 26 The registration and settlement institution entrusted quotation system to handle settlement, the system does not offer as a common counterparty parties involved in the settlement of the transaction. Quotation system based on auction registration and clearing institution between people involved in handling private equity shares or equity funds and clearing and settlement; involved in clearing and settlement between man and qualified investors, and handle its own conventions.
Participants can use the full liquidation, the net liquidation liquidation; you can use delivery versus, see coupon payments, see paragraph settlement and pure way ticket vouchers and other transfer payment; settlement date of the final settlement batch and so on can be used arrangement.
Before delivery point, the involvement of other agencies who may be approved by China Securities Depository and Clearing Corporation Limited, the commercial banks, third-party payment agencies or the Commission to offer financial settlement system account transfer funds to ensure sufficient funds for settlement point . In the quotation system registration and settlement agencies for funds settlement, quotes system registration and settlement institution in the settlement point by participant settlement account funds to complete settlement of funds; participants own funds to complete settlement, the parties to the transaction should point in settlement the settlement results back to the quote system registration and settlement institution.
Article 27 During the existence of private equity funds, registration and settlement institution quotation system administrator determined according to the interests of private equity allocation scheme to handle distribution rights matters.
Private equity fund managers should apply dividend or other materials submitted notices within two working days prior to the dividend quotation system registration and settlement institution. Quotation system registration and settlement institution calculated for each account holder to dividend and dividend payable to holders of cash dividend or increase the share of private funds based on material provided by the administrator.
Chapter IV Business Management
Article 28 The manager shall develop appropriate management system based on investor risk characteristics of private equity funds.
By participating in subscribe, private equity investors transferee shall satisfy investors accept the offer commissioned on behalf of the subscription system, the transfer of private equity funds and private equity fund managers to participate in the provisions of the appropriate requirements of investors.
Article 29 raised in the quote system, the transfer of private equity funds, information disclosure obligor shall, in accordance with laws and regulations and the agreement to hold the private equity fund targeting participants to disclose information through quotation system, and to ensure that disclosure of information true , accurate and complete.
Article 30 to accept investors commissioned on behalf of the quotation system subscription, transfer of funds held by private participants, should investors actually subscribe to the transferee and private equity funds to disclose full information disclosure obligations to its disclosure.
Article 31 Information disclosure obligations may agree in a private equity fund contract, the disclosure on a regular basis to participants through quotation system:
(A) an annual report on the operation of investment managers;
(B) annual asset custody report;
(3) Annual Financial Report;
(Iv) other periodic reports.
Article 32 private equity funds subsisting information disclosure obligor shall, in accordance with the contract, the private equity fund holdings truthfully disclose the participation of private equity investments, assets and liabilities, investment income distribution, private equity funds bear the costs and performance fees, conflict of interest situations may exist other material information that could affect investors' legitimate rights and interests.
Article 33 Information disclosure obligations approved by the China Securities Regulatory Commission information disclosure platform for private equity funds to fulfill the obligation of information disclosure, disclosure, and time should be consistent with the quotation system.
Article 34 managers and directors, supervisors and senior management personnel, in violation of the guidelines, private equity fund contract, quotation system or other relevant provisions of the commitments they made, the market monitoring center may request an amendment, interview relevant persons responsible for within the scope of quotation system participants criticized; the circumstances are serious, it may suspend some or all of the business permission.
Article 35 The registration information submitted by quotation system administrator false records, misleading statements or material omissions, quotation system may request an amendment, they will not apply for business; the circumstances are serious, may suspend, terminate some or all of the business authority.
Private equity funds do not meet the recruitment, transfer conditions, the administrator of deception recruitment, transfer registration, market monitoring center may suspend, terminate private fund raising, transfer.
Article 36 bears the information disclosure obligations of participants failing to present guidelines obligation of information disclosure, market monitoring center may request an amendment, interview relevant persons responsible for participation in the pricing system within the human range of criticism. Unjustified refusal to correct, the market monitoring center may suspend part or all of the business permission.
Article 37 to accept investors commissioned quotation system on behalf of the subscription, transfer of private equity participation has not fulfilled his obligations investor appropriateness management, market monitoring center may request an amendment, interview relevant persons responsible participant in the quotation system range internal criticism.
Article 38 The participants in the private equity business in the relevant offer systematic violations of the rules of discipline, market monitoring center can transfer the appropriate self-regulatory organizations to take self-disciplinary measures.
Participants in violation of laws and regulations, the China Securities Regulatory Commission and other self-regulatory organization by the relevant competent authorities to investigate and punish the transfer.
Chapter V Supplementary Provisions
Article 39 of the Guidelines Monitoring Centre responsible for the interpretation by the market, from the date of promulgation.
Article 40
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