The term "securities and futures institutions" as mentioned in these Measures refers to securities companies, fund management companies, futures companies and their legally established subsidiaries engaged in private equity fund management business.
Securities and futures institutions to raise funds privately to carry out asset securitization business shall be separately stipulated by the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission). Article 3 Securities and futures institutions engaged in private asset management business shall follow the principles of voluntariness, fairness, honesty and credit, and the supremacy of customers' interests, perform due diligence, be cautious and diligent, safeguard the legitimate rights and interests of investors, serve the real economy, and shall not harm the national interests, social interests and the legitimate rights and interests of others.
Securities and futures operating institutions shall abide by prudent operating rules, formulate scientific and reasonable investment strategies and risk management systems, effectively prevent and control risks, and ensure that business development is compatible with capital strength, management ability and risk control level. Article 4 Securities and futures operating institutions shall not engage in private asset management business on balance sheets, and shall not promise investors in any way that the principal will not be lost or that the minimum income will be guaranteed.
Investors participating in the asset management plan should make prudent decisions according to their own abilities and bear investment risks independently. Article 5 Securities and futures institutions engaged in private asset management business shall implement centralized operation management, establish and improve internal control and compliance management systems, take effective measures to separate private asset management business from other businesses of the company, control improper flow and use of sensitive information, and prevent insider trading, undisclosed information trading, conflict of interests and interest transmission. Article 6 The debts of the assets under the asset management plan shall be borne by itself, and the investors shall be liable for the debts of the assets under the asset management plan to the extent of their capital contribution. However, according to the Securities Investment Fund Law, if there are other provisions in the asset management contract, those provisions shall prevail.
The property of the asset management plan is independent of the inherent property of the securities and futures institutions and custodians, and independent of other properties managed by the securities and futures institutions and custodians. Securities and futures institutions and custodians shall not classify the assets of the asset management plan as their inherent property.
Property and income obtained by securities and futures institutions and custodians due to the management, use or other circumstances of the assets in the asset management plan shall be classified as assets in the asset management plan.
Where a securities and futures operating institution or custodian is liquidated due to dissolution, cancellation or bankruptcy according to law, the assets of the asset management plan do not belong to its liquidation property.
Except for the debts of the asset management plan itself or other circumstances stipulated by law, the assets of the asset management plan shall not be sealed up, frozen, deducted or enforced. Article 7 The China Securities Regulatory Commission and its dispatched offices shall supervise and manage the private placement management business of securities and futures institutions in accordance with laws, administrative regulations and these Measures. Article 8 Stock exchanges, futures exchanges, securities registration and settlement institutions, China Securities Association (hereinafter referred to as the Securities Association), China Futures Association (hereinafter referred to as the Futures Association) and China Asset Management Association (hereinafter referred to as the Securities Investment Fund Association) shall, in accordance with laws, administrative regulations and the provisions of the China Securities Regulatory Commission, implement self-discipline management on the private placement management business of securities and futures operating institutions. Chapter II Business Subjects Article 9 Securities and futures institutions engaged in private asset management business shall obtain the approval of the China Securities Regulatory Commission according to law. Except as otherwise provided by laws, administrative regulations and the China Securities Regulatory Commission. Article 10 Securities and futures institutions engaged in private asset management business shall meet the following conditions:
(a) net assets, net capital and other financial and risk control indicators comply with laws, administrative regulations and the provisions of the China Securities Regulatory Commission;
(2) The corporate governance structure is good, and the internal control, compliance management and risk management systems are complete;
(3) Having qualified senior managers and three or more investment managers;
(4) Having an investment research department with no less than three full-time personnel engaged in investment research;
(5) Having a business place, security facilities and information technology system that meet the requirements;
(6) It has not been subjected to administrative punishment or criminal punishment for major violations of laws and regulations in the last two years, has not been taken administrative supervision measures by the regulatory authorities for major violations of laws and regulations in the last year, and is not being investigated by the regulatory authorities or competent authorities for suspected major violations of laws and regulations;
(seven) other conditions stipulated by the China Securities Regulatory Commission in accordance with the principle of prudent supervision.
Securities companies, fund management companies and futures companies that set up subsidiaries to engage in private equity asset management business shall be deemed to meet the conditions specified in Item (4) of the preceding paragraph if their investment and research departments provide investment and research services for the subsidiaries.