According to the statistics of China Securities Regulatory Commission Association, there are more than 1 100 registered private fund managers in China, and the management scale exceeds 300 billion yuan. In the past few years, the distribution channels of Sunshine Private Equity Fund have also been expanding, from the initial distribution through trust channels to the current fund accounts, private equity independent issuance of contract funds and so on. The investment in private equity products has been enriched continuously, from the initial simple investment in the secondary stock market to different investment tools and fields such as private equity, stock index futures, margin financing and securities lending.
Under the influence of the legal status of private equity funds defined in the Measures and the improvement of the stock market this year, more and more professional investors are interested in entering the private equity industry recently and want to know how to set up their own private equity funds. According to the classification of CSRC and fund industry associations, private equity funds can be mainly divided into private equity funds and private equity funds according to the main investors. Here is a brief introduction to how to set up a private equity investment fund.
First, set up investment enterprises.
To issue private equity funds, we must first have a "private equity fund manager". According to the Securities Investment Fund Law, fund managers are legally established companies or partnerships. According to the explanations of the CSRC and the fund industry association, private fund managers apply the same standards, that is, private fund managers are legally established companies or partnerships, and natural persons cannot be registered as private fund managers. Therefore, we should first set up a company or partner as a private fund manager.
Most private fund managers are corporate, and a few are limited partnerships. Theoretically, limited partnership has some advantages, such as no requirement for registered capital and no capital verification, so it is convenient to register; There is no need to pay enterprise income tax, which avoids the problem of double taxation of enterprise income tax and personal income tax. However, in practice, limited partnership enterprises may encounter some problems in their operation because of their relatively small number, special nature and relatively few laws and regulations. For example, the staff of government departments such as industrial and commercial taxation in some areas do not understand the relevant policies and regulations involved in limited partnership, and do not understand the difference between limited partnership and corporate system. Some important terms related to limited partnership, such as "general partner", "limited partner", "executive partner" and "the representative appointed by the executive partner", are not well understood by the staff of industry and commerce and tax bureau who have little contact with limited partnership, and some of them are privately offered by limited partnership.
In the establishment of an enterprise, in addition to the form of the enterprise, another aspect that needs attention is the registered capital and paid-in capital of the enterprise. According to the requirements of the Operating Guidelines for Securities Investment Trust Business of Trust Companies, the paid-in capital of a third party as an investor in trust products shall not be less than RMB100000 yuan. Therefore, if you intend to issue private equity funds through trust channels in the future, the investment enterprises established as fund managers need to have corresponding capital.
The place of registration is also an issue to be considered. Managers of private equity funds can choose to register in some administrative districts or hedge fund parks with special support policies and professional services for private equity funds, such as Shanghai Pudong New Area, Shanghai Hongkou Hedge Fund Park and Shenzhen Qianhai New Area. These areas provide a series of policy and economic support for private equity institutions, including tax reduction and exemption policies, preferential office space and even cash rewards. The staff of relevant government agencies are familiar with finance and highly professional. In addition to the above-mentioned large hedge parks, there are other large and small "development zones" all over the country, which will also claim to have various preferential policies for all walks of life, including private equity institutions. However, these development zones may give enterprises a preferential oral commitment or a written commitment with no legal effect before registration, and then they will not be realized under various excuses after registration. In the end, these preferential policies only stayed in verbal agreement and did not pay enough. Moreover, these development zones are not specifically aimed at the private equity industry, and their staff are likely to lack the concept of finance, which leads to inefficiency. Moreover, in some areas, the industrial and commercial bureau and the tax bureau do not work together, even a few kilometers apart, and there is no convenient transportation, which is very inconvenient to handle affairs. These are all things to consider.
Two. Registration and filing of private fund managers
In February this year, the Measures for the Registration of Private Investment Fund Managers and Fund Filing (Trial) was promulgated and implemented, which clarified the whole registration and filing system. Since then, private fund managers need to register with the fund industry association. According to the provisions of the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds, and the Measures for the Registration of Private Investment Fund Managers and the Filing of Funds (for Trial Implementation), private equity fund management institutions shall go through the registration procedures. Otherwise, it shall not engage in private investment fund management business activities.
The private placement industry is supervised by the CSRC, and the CSRC entrusts the fund industry association to be responsible for the registration and filing of private placement. Therefore, after the establishment of an investment company as a private fund manager, it is necessary to register information in the "private fund registration and filing system" on the website of the fund industry association.
Materials to be reported for the registration of private fund managers: basic information of fund managers, basic information of senior managers and other employees, basic information of shareholders or partners, and information of managed funds.
Among them, the basic information of the fund manager mainly includes the organization name, establishment time, enterprise nature, organization form, office address, registered capital/subscribed capital, paid-in capital/paid-in capital, legal representative/executive partner (appointed representative), business license, organization code, tax registration certificate number and photo, and number of employees. The basic information of senior managers mainly includes name, gender, nationality, certificate number, qualification, education background and work experience. The basic information of shareholders or partners mainly includes the name, nationality and certificate number of natural person shareholders, the name, enterprise nature and organization form of institutional shareholders, as well as the subscribed amount and proportion of shareholders, paid-in amount and proportion, etc.
Third, prepare all the materials.
In order to distribute products, private equity institutions must deal with various external institutions, including brokers such as securities companies and futures companies, channel parties such as trust companies or Public Offering of Fund, fund parties and sales channels such as banks or tripartite sales platforms. During the product preparation period, these involved institutions will conduct due diligence on the private placement managers and need the managers to provide relevant materials. The contents of due diligence generally include:
1. Company Profile
Introduce the basic information of the company and its main personnel, including the company's establishment time, registered capital, shareholders, department structure, investment and research team, senior management personnel and core investment and research personnel's academic qualifications and work background, etc. In this part of the introduction, we should try our best to highlight the abilities and advantages of core personnel, such as highly educated team, academic authority, working experience as an executive or investment manager in large investment institutions at home and abroad, famous star stock analysts, senior entity industry background, actual combat experience after many bear markets, and one million historical achievements.
2. Investment process and risk control degree
The introduction of investment process mainly lies in the investment decision-making system, such as whether there is an investment decision-making Committee and how the voting meeting is composed and operated; Whether to adopt the fund manager responsibility system or collective decision-making system; The selection process of alternative investment targets, the decision-making and operation process of buying and selling, etc. Responsibilities and cooperation mechanisms of various departments in investment and research. The degree of risk control mainly includes whether there is a risk control department, specific risk control standards, and risk control operation procedures.
3. Investment philosophy, investment strategy, historical performance and transaction records.
In this respect, we can introduce whether the investment concept of the stock is value investment or layout growth stock; It is to analyze the fundamentals of enterprise operation, commodity supply and demand, or to conduct targeted operations according to human common human weakness and behavioral deviation caused by cognitive deviation, to pursue high probability opportunities or to pay attention to low probability black swan events. Investment strategy can introduce the investment methods and strategies used by the company, such as long-short hedging or unilateral trend, high throwing and low sucking or chasing up and down, long-term holding or band operation, short-term trading, etc. Through these contents, the outside world can understand their own investment ideas, investment methods and investment styles. In addition to more abstract investment ideas and strategies, investment also needs to provide some historical achievements, such as the achievements of various products or individual accounts managed in the past. If the past performance is a non-sunshine product and the credibility of the performance is not strong, the investment may also need to provide some previous stock delivery orders or futures settlement orders. In order to have a credible historical performance, most investment associations choose to issue the first sunshine product with their own funds.
4. Bonuses; prize
If there is an award-winning record of organizations or core personnel participating in various competitions or appraisals, it can also be used as a highlight in the introduction materials to add points for themselves.
Fourth, product structure design.
Product structure is one of the most important elements in product design. Product structure can be divided into structured and managed types.
1. Structured products
In structured products, product shares are divided into different types, and each type of share has different rights and obligations. The most common structural products are divided into priority and inferior level (also known as B level, risk level and ordinary level), and inferior level funds, as priority funds, bear all losses or guarantee the fixed income of the inferior level funds. Through structured design, priority funds generally have the right to give priority to the distribution of product income and ensure the safety of principal, while inferior funds may obtain higher income while bearing most or all the risks of products.
Generally speaking, there are two situations in which private fund managers issue structured products. The first situation is that the strength and popularity of investment funds are small, and the ability to raise funds is weak. In this case, when issuing the first private placement product, investment customers often choose structured products, so that they don't need to raise all the funds of the whole product, only need to invest a small part of the product scale as the inferior level, and then dock the priority funds from the bank or trust fund pool, so that the product can be established, so that when they want to issue products in the future, they can come up with the historical performance of the sunshine products they manage. On the other hand, in order to pursue higher returns, mature investors actively choose to issue structured products and leverage them to pursue higher returns and take higher risks.
2. Managed (unstructured) products
In managed (unstructured) products, all shares enjoy the same rights and bear the same risks. Compared with structured products, more investors prefer managed products, because managed products have less pressure to protect capital and income and are more comfortable to operate. According to the statistics of Chaoyang Sustainable Development Database, as of June 7th, 165438, there were 33 trust products18, of which 1868 was managed products, accounting for 56.3%.
Verb (abbreviation for verb) determines the distribution channel.
At present, the channels of private placement mainly include trust channel, public offering channel, private placement filing and independent issuance, limited partnership and umbrella sub-trust. These channels have different limitations and advantages, so I will introduce them here.
1. Trust
Trust is the earliest and most important channel for Sunshine's private placement. According to the statistics of Chaoyang Sustainable Development Database, at present, there are 33 18 trust products in the whole market with continuous performance announcements. The scale of trust private placement products is generally not less than 30 million, and there are 50 small places with less than 3 million. Collective trust products participating in stock index futures trading are only used for hedging or arbitrage, and cannot participate in commodity futures trading. Trust products are not taxpayers and do not need to withhold and pay personal income tax for investors. The priority of structured trust products can be connected with the priority funds of banks. The performance of trust products is generally publicized on the trust website, which has the strongest credibility. Trust products need to pay trust channel fees to trust companies, and also need to pay bank custody fees to custodian banks.
2. Public offering account
Private equity funds can issue private equity products through special accounts in the public offering of funds. According to the statistics of Chaoyang Sustainable Database, there are currently 2 14 public accounts in the whole market with continuous performance announcements. The scale of public offering and special account private placement products is generally not less than 30 million, and there are 200 small places with less than 3 million. Stock indexes can be long or short, and they can also be commodity futures. Like trust products, personal income tax is not withheld. The priority of structured public offerings can be connected with the priority funds of banks. The performance can be queried on the website of Public Offering of Fund by logging in the account, and the channel fee for the public offering account must be paid, in addition to the bank custody fee.
3. Contract filing and private placement
After the promulgation of the Interim Measures for the Supervision and Administration of Private Investment Funds this year, the optional channels of private placement have added the options of contractual private placement registration and independent issuance on the basis of the original channels such as trust and public offering account. Requirements of contractual private placement without scale starting point. The cumulative number of investors shall not exceed 200. There are few investment restrictions, and both stock index futures and commodity futures can be done. Personal income tax is not withheld. At present, it is difficult to connect the priority funds of banks. Valuation, external risk control and custody can be solved by brokers in one stop, and a custody and service fee needs to be paid to brokers, which is lower than that of trust and public offering accounts.
4. Limited partnership
Limited partnership funds require no starting point for scale and no more than 50 partners. Partnership enterprises need to declare the individual income tax of investors to the tax bureau. In addition, a disadvantage of limited partnership funds is that, in theory, every time any investor (partner) joins or quits, he needs to go to the industrial and commercial bureau and the tax bureau to change partners, and these changes often require all partners to be present or provide all partners' certificates, which is very troublesome. The main advantage of limited partnership private equity fund is that there are almost no restrictions on the investment of funds. Limited partnership is a form of enterprise, so limited partnership can not only invest in the securities market, but also invest in any legal field. Of course, in practice, the partnership agreement of a limited partnership fund generally restricts the investment of the fund according to the actual situation. In the years before there were no public offering channels and contract filing channels, the issuance of private equity funds mainly relied on trust channels. However, there are many restrictions on the investment of trust products, such as not trading futures, so many investment institutions that wanted to participate in derivatives such as stock index futures and commodity futures would choose to issue limited partnership products. In the past two years, with two channels with less investment restrictions, private equity funds have less and less used limited partnership funds.
5. Umbrella trust
The umbrella sub-trust is not strictly an independent product, but a sub-account under the umbrella trust product. However, independent income accounting is carried out by the trust. For investors with small capital scale, umbrella sub-trust provides a lower threshold for the issuance and performance display of Sunshine products. Umbrella sub-trust products can be as small as 6.5438+million, and some products are even only 20,000-30,000. Umbrella sub-trust products can be managed, or they can be managed in a structured way by investing in a single inferior fund and docking trust priority funds. Most umbrella self-operated trusts can't do stock index futures, margin financing and securities lending, and can't do bulk commodities. In addition, some private equity institutions report that the umbrella sub-trust operated by them has the problem of slow transaction speed.
Six, choose sales channels
After the product structure and distribution channels are determined, the product is finally established and the source of funds for the product is solved. In one case, the product funds are entirely from the self-owned funds of the investment company or company team. More commonly, most or all of the funds for products come from external funds, which leads to the problems of how to raise funds for products and how to choose sales channels. At present, the main sales channels of private equity funds are fund managers' self-sales, brokerage sales, tripartite platform sales and bank sales. According to the actual situation, you can choose to sell through only one channel, or you can sell through multiple channels at the same time. In addition to self-selling, other channel parties generally charge a certain sales fee, depending on the situation.
1. Self-selling
Self-selling is suitable for private fund managers with great market appeal and strong market influence. For example, the person in charge of the core investment research turned out to be a public offering star fund manager, a brokerage asset management star investment sponsor and a brokerage star analyst. The person in charge of investment research with such background often has considerable appeal in the industry and has accumulated a large number of ready-made customer resources in the preliminary work. In this case, private fund managers can solve the problem of raising private products by themselves.
The core personnel of most private fund managers may not be well-known in the industry, and the customer resources are not very rich. In this case, it will be very difficult to sell by yourself and you need to sell through other channels.
2. Brokerage sales
Brokers (securities companies, futures companies) have a better understanding of investment and have confidence in investment. Brokers can also get commission income, channel income, service income and other income by investing in issuing products, as well as the performance improvement of settlement volume and scale stock. Therefore, brokers have a strong willingness to cooperate in helping to invest and issue products. However, there are some problems in the sales of securities firms: on the one hand, high-net-worth customers of securities firms have relatively high risk preference, generally prefer high-yield products, and it is difficult to accept low-risk and low-yield products.
On the other hand, large brokers have strong sales ability, while small and medium brokers have weak sales ability.
3. Tripartite platform sales
As a professional private placement product sales organization, the advantage of the third-party platform is that high-net-worth customers with different risk-return preferences can sell suitable products to suitable customers, and they can publicize private placement funds to qualified investors within the scope permitted by laws and regulations through their own platforms and partners. Third parties are not as familiar with investment as brokers, and there is a process of reconciliation and tracking, and some comparisons and screening are carried out. Only after passing certain screening procedures can products be sold online.
4. Bank sales
As a fund-raising channel, banks have a lot of resources, regardless of their own fund pool or high-net-worth customers. The priority funds of structured products to ensure income are generally the funds connected with the bank fund pool. Banks also have a large number of high-net-worth customer resources. High-net-worth customers of banks have high trust in banks and are easy to accept private wealth management products recommended by banks. However, banks are very sensitive to risks, and the risk preferences of bank customers are relatively conservative. Generally speaking, banks and bank customers prefer products with stable style and low risk. In addition, sales through banks may need to go through complicated internal audit procedures, depending on the bank's internal system.
VII. Product Registration
After the establishment of private equity fund raising, it is necessary to register products on the private equity filing platform of the fund industry association.
According to the Interim Measures for the Supervision and Administration of Private Equity Funds and the Measures for the Registration and Filing of Private Equity Fund Managers (for Trial Implementation), private equity fund managers should file through the private equity fund registration and filing system within 20 working days after the completion of private equity and fund raising, and indicate the fund category according to the main investment direction of private equity funds, and fill in the fund name, fund scale, investors, fund contract and other information. The fund industry association with complete filing materials for private equity funds and meeting the requirements shall, within 20 working days from the date of receiving all filing materials, publicize the basic information of private equity funds through the website.
summary
The above is a brief introduction to the main processes and links needed to set up private equity funds, hoping to help everyone. As for the specific details of each link, private equity institutions need to negotiate with relevant institutions involved in these links, depending on the actual situation.