The supervision of private fund managers and private funds by CSRC and fund industry associations is becoming more and more standardized and strict, and the internal control and compliance risk control of private fund managers are becoming more and more important. Based on the internal control and risk control workflow of many private equity fund managers served by our team, the author sorts out the key points of compliance and risk control of private equity funds as follows, hoping to draw lessons from other private equity fund compliance and risk control work. For private equity fund compliance risk control personnel, the following ten points need to be noted:

First, understand the product collection process.

The steps, core documents and flow chart of private equity fund raising are as follows:

Because of the particularity of each company's product design and operation, it is necessary to understand the company's operation and decision-making process when working specifically.

Second, pay attention to the issue of qualified investors.

Needless to say, the problem of qualified investors. Both the Fund Law and the Interim Measures for the Supervision and Administration of Private Investment Funds require that private investment funds should be raised from qualified investors. And the cumulative number of investors in a single private equity fund shall not exceed the legal provisions.

The Interim Measures for the Supervision and Administration of Private Investment Funds stipulates the standards for qualified investors:

Article 12 Qualified investors of private equity funds refer to the units and individuals with corresponding risk identification ability and risk-taking ability, and the investment amount of a single private equity fund is not less than 6,543,800 yuan, and they meet the following standards:

(1) Its net assets are not less than 6,543,800 yuan;

(2) Individuals whose financial assets are not less than 3 million yuan or whose average annual income in the last three years is not less than 500,000 yuan. Financial assets include bank deposits, stocks, bonds, fund shares, asset management plans, bank wealth management products, trust plans, insurance products, futures rights and interests, etc.

Thirteenth, as a qualified investor:

(1) Social security funds, enterprise annuities and other pension funds, charitable funds and other social welfare funds;

(2) An investment plan established according to law and filed with the fund industry association;

(3) Private equity fund managers who invest in the private equity funds managed by them and their employees;

(4) Other investors as stipulated by the China Securities Regulatory Commission.

Investment in the form of partnership, contract or other unincorporated person shall be checked and approved, and the number of people shall be calculated together. Except for the records.

We should also pay attention to the classification of qualified investors in the Measures for the Administration of the Suitability of Securities and Futures Investors. Divide qualified investment into professional investors and ordinary investors.

The standard of professional investors is in Article 8:

(1) Securities companies, futures companies, fund management companies and their subsidiaries, banks, insurance companies, trusts, finance companies and other financial institutions established with the approval of the relevant financial regulatory authorities. ; And subsidiaries of securities companies, subsidiaries of futures companies, private equity fund managers, etc. , which has been filed or registered by trade associations.

(2) Financial products issued by the above-mentioned institutions: asset management products of securities companies, products of fund management companies and their subsidiaries, asset management products of futures companies, bank wealth management products, insurance products, trust products and private equity funds registered by trade associations.

(3) Pension funds such as social security funds and enterprise annuities, social welfare funds such as charitable funds, qualified foreign institutional investors, and qualified foreign institutional investors in RMB;

(4) A legal person or other organization that meets both assets and experience conditions: 1, and its net assets at the end of the recent 1 period are not less than 20 million yuan; The financial assets at the end of the latest 1 year are not less than100000 yuan; At least two years investment experience in securities, funds, futures, gold and foreign exchange.

(five) at the same time, it meets the financial assets of not less than 5 million yuan, or the average annual income of individuals in the last three years is not less than 500 thousand yuan; And have more than 2 years experience in securities and futures investment, or executives, certified public accountants and lawyers of financial institutions and private fund managers.

Ordinary investors are people other than professional investors. Before selling products or providing services to ordinary investors, ordinary investors should inform the following information: (1) circumstances that may directly lead to the loss of principal; (two) matters that may directly lead to the loss of the original gold or more; (3) Matters that may lead to the loss of principal or original fund due to changes in the business or property status of the operating institution; (4) Important reasons that affect the judgment of customers due to changes in the business or property status of operating institutions; (five) restrictions on the exercise of the rights of the object of sale or the term of the contract that can be dissolved; (6) Appropriate collocation opinions. ], risk early warning and suitability matching enjoy special protection.

Third, pay attention to the compliance of investment.

Investment compliance mainly involves two aspects: first, compliance according to law; Second, in line with the contract.

First of all, it should be noted that no investment operation can be made without filing.

Regarding the investment in products, Article 6 of the Interim Provisions of the CSRC on the Operation and Management of Private Placement Management Business of Securities and Futures Operating Institutions (hereinafter referred to as the "new eight bottom lines") stipulates that:

Asset management plans issued by securities and futures institutions shall not be invested in projects that do not conform to the national industrial policies and environmental protection policies (except investment in the securities market), including but not limited to the following situations:

(1) Investment projects are listed in the latest catalogue of eliminated industries issued by the National Development and Reform Commission;

(two) the investment project violates the requirements of the national environmental protection policy;

(3) The asset management plan finally invests in the above projects through penetration verification.

According to this regulation, the fund industry association has made regulation No.4 on the filing management of private placement management plans of securities and futures operating institutions, and securities and futures operating institutions have set up private placement management plans to invest in hot cities where real estate prices have risen too fast, including (currently including 65,438 cities such as Beijing, Shanghai, Guangzhou, Shenzhen, Xiamen, Hefei, Nanjing, Suzhou, Wuxi, Hangzhou, Tianjin, Fuzhou, Wuhan, Zhengzhou, Jinan and Chengdu).

Fourth, pay attention to the leverage of structured products.

Article 4 of the Interim Provisions on the Operation and Management of Private Placement Management Business of Securities and Futures Operating Institutions (new eight bottom lines):

The leverage ratio of stock and mixed structured asset management plan exceeds 1 times;

The leverage ratio of the fixed-income structured asset management plan is more than 3 times;

The leverage ratio of other structured asset management plans is more than 2 times.

Five, pay attention to ensure income in product promotion.

There shall be no expression in the recommendation materials that promises investors that the principal will not be lost or that the minimum income will be promised. For example: zero risk, guaranteed income, worry-free principal, capital preservation, etc.

It is also not allowed to sign a repurchase agreement or a letter of commitment in private to directly or indirectly promise to protect the capital and protect the income.

Structured products cannot directly or indirectly provide guaranteed income arrangements for priority shares, including providing priority share income by agreement, terminating penalty interest in advance, making up priority income by poor or third-party institutions, and providing risk margin to make up priority income.

Sixth, pay attention to the formation of "fund pool" in operation.

How to define the fund pool?

(1) The asset management plan does not actually invest or invest in non-standard assets, but only pays the investment principal and income to the early investors based on the investment of the late investors;

(2) The asset management plan is not reasonably valued according to the provisions when it is open for subscription, redemption or rolling issuance, and is priced separately from the actual rate of return of the corresponding underlying assets;

(3) Different asset management plans are mixed, and funds and assets cannot be clearly corresponding;

(4) If the investment in the asset management plan fails to recover the investment principal and income on time, such risks shall be borne by the later investors through open participation, withdrawal or rolling issuance. (except for full disclosure of information and written consent of institutional investors)

Two examples of cash pools are easy to understand.

The companies involved are Minsheng Bank of Canada Limited and CITIC New Town Limited (for details, please go to official website Association for enquiry. )

Seven. Pay attention to related party transactions.

General risk control is not allowed to engage in unfair trading, interest transfer, use of undisclosed information trading, insider trading, market manipulation and other acts that harm the legitimate rights and interests of investors. Including but not limited to:

1. For the purpose of profit transfer, conduct improper transactions with specific objects, or transfer gains or losses between different asset management plan accounts;

2. The transaction price seriously deviates from the fair market price, which harms the interests of investors;

3. Use the assets managed by the asset management plan to seek illegitimate interests for the asset manager and its employees or third parties or pay unreasonable fees to relevant service agencies;

4. Transfer benefits to one or more secondary investors by using the structured asset management plan;

5, embezzlement, misappropriation of asset management plan.

Eight, pay attention to the strategic changes in business.

The strategic change in operation is also an important risk control point. After the securities investment fund and equity investment fund changed their investment projects strategically, the company's business scope changed the same. Need attention.

The risk control requirements of product strategy and establishment are risk control standards. Whether the product strategy is strictly implemented is related to the effectiveness of the product strategy. The change of the company's main business in equity investment is related to whether the fund can achieve the expected return and income.

Therefore, product risk control personnel should pay attention to the implementation of strategies in product operation and take it as the focus of risk control.

Nine. Pay attention to information disclosure and risk warning.

Information disclosure mainly includes information disclosure during the raising period and information disclosure during the operation period. Information disclosure during operation is what we call monthly report, quarterly report and annual report. If it is not disclosed on time, the association will punish it. Disclosure targets, investors and associations.

Monthly report: if the management scale of a single private investment fund reaches more than 50 million yuan, it shall continuously disclose the fund net value information to investors within 5 working days after the end of each month.

Quarterly report: disclose the fund's net value, main financial indicators, portfolio information and other information to investors within 65,438+00 working days after the end of each quarter.

Annual report: disclose the following information to investors within 4 months after the end of each year: (1) Net fund value and total fund share at the end of the reporting period; (2) The financial status of the fund; (3) The investment operation and leverage of the fund; (4) Investor account information, including paid-in capital contribution, unpaid capital contribution and total fund shares held at the end of the reporting period; (5) Distribution of investment gains and losses; (6) Management fees and performance remuneration obtained by fund managers, including accrual basis, accrual method and payment method; (7) Other information stipulated in the fund contract.

X. Pay attention to withdrawal (private equity reduction and equity fund withdrawal)

Private equity investment funds also need to bear the risk of major information disclosure and illegal reduction when they participate in the fixed increase or placard listing of listed companies. Article 86 of the Securities Law stipulates that after holding 5% of the shares of a listed company, a simplified equity change report shall be prepared within three days from the date of this fact. During the above period, the stock may not be bought or sold. Article 47 If a shareholder who holds more than 5% of the shares of a listed company sells his shares within six months after buying them, or buys them again within six months after selling them, the proceeds shall be owned by the company. Attention should be paid to this regulation in risk control, and relevant risk tips should be made when products are traded in the secondary market.

For private equity funds, there are mainly ways to withdraw from the fund, such as shareholder repurchase, IPO and listing. If the withdrawal involves a large amount, pay attention to tax issues. If you can't quit, pay attention to risk control, take timely security measures, improve relevant agreements, and prepare evidence.