Yesterday (February 26th), China Asset Management Association opened the legal advice section for the registration of private fund managers in the registration and filing system of private fund managers. This section requires private fund managers to fill in 22 important information notes of private fund managers while uploading legal opinions, print them out, and then sign them by two lawyers who issued legal opinions, affix the official seal of the law firm, and upload them to the registration and filing system after the signing date!
The following are 22 important notes on the registration and filing system of complete private fund managers compiled by crayfish:
1. About the business scope of registered private equity managers
According to the relevant requirements of professional management principles in Answers to Questions Related to the Registration and Filing of Private Equity Funds (VII) and Announcement on Further Regulating the Registration of Private Equity Fund Managers, the business scope of private equity fund managers should only include investment management, fund management, asset management, equity investment, venture capital, enterprise management consulting or private equity investment.
Among them, investment funds, fund management, investment management and asset management are generally applicable to private securities and private funds, while equity investment, venture capital and enterprise management consulting are only applicable to private funds.
This problem not only affects the release of subsequent products. At the same time, it also affects the opinion and judgment of the law firm when issuing legal opinions.
2. About the annual audit report
Due to the lack of professional accountants in some private equity institutions, as well as the dereliction of duty of bookkeeping companies and the confusion of internal financial accounts, accounting firms cannot conduct annual audits smoothly. It is suggested that private equity institutions find professional accounting companies to sort out their accounts as soon as possible, otherwise it may affect the time for issuing audit reports.
3. Requirements related to the qualifications of private fund managers and senior managers.
The senior managers of private fund managers can obtain the qualification of fund practice if they meet one of the following conditions:
(1) Having passed the qualification examination for fund practice. The examination subjects of the fund qualification examination include subject 1, Fund Laws and Regulations, Professional Ethics and Business Standards, and subject 2, Basic Knowledge of Securities Investment Funds. According to the Notice of China Fund Industry Association on Relevant Matters Concerning the Qualification Examination of Funds (ZJZ [20 15]No. 1 12), those who meet the recognition conditions of relevant examination results can be regarded as having passed the qualification examination of funds.
(2) Having engaged in investment management-related business in the last three years and meeting the relevant qualification requirements. This situation mainly refers to the business related to asset management in the last three years, and the average annual asset management scale is more than 6,543,800 yuan.
(3) Having passed the securities qualification examination, futures qualification examination and banking qualification examination, and meeting the relevant qualification conditions; Or pass the CPA qualification examination, legal professional qualification examination, asset appraiser professional qualification examination and other financial related qualification examinations and meet the relevant qualification conditions.
(4) Other circumstances identified by the Qualification Accreditation Committee of China Fund Industry Association.
If the senior managers of private fund managers intend to obtain the qualification of fund practice through the identification methods in (2) and (3) above, they should also pass the examination of fund laws and regulations, professional ethics and business norms, before they can be recognized as having obtained the qualification of fund practice.
Senior managers of private equity fund managers who have obtained the qualification for fund practice shall complete 65,438+05 hours of follow-up training every year in accordance with the requirements of the Measures for the Registration of Private Equity Fund Managers and the Filing of Funds (Trial) and the Notice on Matters Related to the Qualification Examination for Fund Practice.
A registered private equity fund manager shall, in accordance with the above provisions, self-check the fund qualification of the relevant senior executives, and submit an application for changing the major matters of the senior executives' qualifications through the private equity fund registration and filing system before 20 16 12 3 1 to complete the rectification. If it is not rectified within the time limit, the China Fund Industry Association will suspend the acceptance of the application for major changes such as the filing of private equity products of the institution.
Next, I will send the most comprehensive strategy "shell protection+research+credit approval+legal opinions" to the tree friends and go straight to Qingyun to win the new private placement rules!
I hope to help private equity partners get better and better on the new regulatory avenue!
"Shell-preserving" strategy
Speaking of "protecting the shell", brokers are busy distributing products to private investors recently, which is probably the case. Please sit down and see if there is any need, and then decide whether you need to refer to this guide.
Step 1: Check whether your company needs to protect its shell?
Private equity partners who have just set up a private equity company and got the record of the association need to read it carefully three times to determine whether they need to send a product and register it in the association system immediately.
(1) For private placement managers newly registered after February 5, 2065438+06, private placement products shall be filed within 6 months from the date of registration;
(2) As of February 5, if it has been registered for more than 12 months, it is required to file the product before 1;
(3) As of February 5th, if the registration period is less than 12 months, the product shall be filed before August of 1 year.
If the above situation is not met, the association will cancel its private placement manager registration.
It means that the earliest batch of 1 in May and 1 in August, and in the next six months, at least 1 products must be registered in the association system for private placement, whether it is self-issuance or investment consultant. (Judging from the situation of filing in the past, it is ok to invest in it. Well, it should be like this. )
At this time, it is possible to find brokers, futures asset management and other channels. First, send a product.
Step 2: Senior management personnel obtain the qualification of fund practice.
Private equity partners rushed to the brokerage firm to send a product, and then how to play? Senior executives should register for the qualification examination of the association on March and April 1 day. On the homepage of the Association-Staff Management-Registration for Qualification Examination, you can choose to make an appointment for the examination or take part in the national examination in April.
(For specific procedures, please refer to the guide to fund qualification in Textual Research.)
Step 3: Deal with legal opinions.
Look at your own legal advice first, which can be used when the product is put on record.
There is a regulation in the association that the private placement of registered products that have not yet been filed shall be supplemented with a legal opinion on the registration of private fund managers before the first application for filing products.
How to make a legal opinion? Now go out and ask the law firm that handles securities business. Lawyers will basically ask you enthusiastically, but the prices vary greatly, ranging from thousands to hundreds of thousands. Small partners need to be carefully screened. Mr. Fund asked around. Basically, about 50,000 yuan is still relatively reliable, and the specification of 65438+ 10,000 yuan is a bit high, which may be a luxury version.
(Please refer to "Introduction to Legal Opinions" for specific procedures.)
Step 4: Private placement should submit information in time.
Not only do you finish the above major items, but everything will be fine. Private equity partners should also pay attention to fixed points and submit materials in time, otherwise it will be blocked in many aspects such as product filing.
The association stipulates that private fund managers should fulfill their obligations of submitting quarterly, annual and major information of private fund managers and private funds they manage in a timely manner through the private fund registration and filing system.
What will happen if the information is not made public in time? What should I do?
(1) Before the rectification of private placement is completed, the Association will suspend accepting applications for filing private placement fund products;
(2) If it has accumulated 2 times, the Association will list it in the list of abnormal institutions and publicize it through the publicity platform of private fund managers. Abnormal institutions are publicized, even if the rectification is completed, it will not be restored until at least 6 months later;
(3) If the private placement violates the Interim Provisions on the Publicity of Enterprise Information and is listed in the list of enterprises that seriously violate the law in the enterprise credit information publicity system, the association will suspend accepting the application for filing private placement products, and will be listed in the list of abnormal institutions and publicized. If a new institution applying for private placement registration goes public, the association will not register it.
Step 5: Private placement should submit an annual financial report.
Financial status also needs to be reported, and accounting firms generally have the contents of financial reports, which is relatively easy.
The association stipulates that private fund managers should fill in the annual financial report audited by accounting firms through the private fund registration and filing system before the end of April each year.
What will happen if the annual financial report is not submitted in time? What should I do?
(1) Before the rectification of private placement is completed, the Association will suspend accepting applications for filing private placement fund products; At the same time, it will be listed as an abnormal institution for publicity, and it will not be restored until at least 6 months after rectification;
(2) If the institution applying for private placement registration has been established for one year, but fails to submit the audited annual financial report, the association will not register it.
Brief introduction of legal opinion
Step 1: Let's take a look at what types of private placements need to submit legal opinions before they can be seated properly.
(1) A new private placement manager shall submit the necessary application materials through the registration and filing system;
(2) For products that have been registered but not put on record, they shall be supplemented as required before applying for products for the first time;
(3) For products that have been registered for the record, the Association will require them to supplement according to specific conditions; (And Grace)
(4) If the registered private placement application changes the controlling shareholder, actual controller, legal representative, executive partner and other major matters or other matters recognized by the association, it shall submit a special legal opinion on the major changes of the private placement fund manager. (This is a little different. Companies should pay attention to the changes in private placement.)
Step 2: What is the legal opinion? You can check it yourself first.
What is this? The legal opinions put forward conclusive opinions on the application materials of the applicant's registration, industrial and commercial registration, specialized operation, shareholding structure, actual controllers, related parties and branches, operating infrastructure and conditions, risk management system and internal control system, outsourcing, legal compliance, and qualifications of senior management personnel.
Specifically, there are 14 items, and lawyers will help private placements to conduct due diligence one by one.
(1) Whether the applicant institution is legally established and effectively exists in China.
(2) Whether the business scope recorded in the industrial and commercial registration documents of the applicant institution complies with the provisions of relevant national laws and regulations. Whether the name and business scope of the applicant institution contain words such as "fund management", "investment management", "asset management", "equity investment" and "venture capital" which are closely related to the business attributes of private fund managers; And whether the name of the private fund manager contains the word "private placement".
(3) Whether the applicant institution complies with the principle of specialized operation in Article 22 of the Interim Measures for the Supervision and Administration of Private Equity Funds, and whether the main business of the applicant institution is private equity fund management business; Whether the business scope or actual business of the applicant institution is concurrently engaged in businesses that may conflict with the private investment fund business, businesses that conflict with the buyer's business of "investment management" and other non-financial businesses.
(4) The shareholding structure of the shareholders of the applicant institution. Whether the applicant institution has any overseas shareholders who directly or indirectly control or participate in the shares, if so, please explain whether the overseas shareholders meet the requirements of current laws and regulations and the provisions of China Fund Industry Association after penetration.
(5) Whether the applicant has an actual controller; If yes, please explain the identity or industrial and commercial registration information of the actual controller, and the control relationship between the actual controller and the applicant institution, and explain the actual dominant role that the actual controller can play over the institution.
(6) Whether the applicant institution has subsidiaries (financial enterprises holding more than 5%, listed companies holding more than 20% and other enterprises), branches and other related parties (financial enterprises, asset management institutions or related service institutions controlled by the same controlling shareholder/actual controller). If yes, please explain the situation and whether its subsidiaries and related parties have been registered as private fund managers.
(7) Whether the applicant institution has the basic facilities and conditions for the operation of enterprises such as employees, business premises and funds. Require the development of private equity fund management business.
(eight) whether the applicant has formulated a risk management and internal control system. Whether corresponding systems have been established according to the type of private equity fund management business to be applied for, including (depending on the specific business type) operational risk control system, information disclosure system, internal transaction record system, investment transaction system to prevent insider trading and conflict of interest, qualified investor risk disclosure system, qualified investor internal audit process and related systems, publicity and promotion of private equity funds, fair trade system and employees (applicable to private equity investment fund business).
(9) Whether the applicant has signed a fund outsourcing service agreement with other institutions, and explain its outsourcing service agreement and whether there are potential risks.
(10) Whether the senior managers of the applicant institution are qualified for fund practice, and whether the post setting of the senior managers meets the requirements of China Fund Industry Association. The senior management includes the legal representative, the representative appointed by the managing partner, the general manager, the deputy general manager (if any) and the person in charge of compliance/risk control.
(1 1) Whether the applicant institution is subject to criminal punishment, administrative punishment by the financial supervision department or administrative supervision measures; Whether the applicant institution and its senior management personnel have been punished by the trade association; Whether there is negative information in the capital market credit database; Whether it is included in the list of untrustworthy executors; Whether it is included in the list of abnormal operations or the list of serious illegal enterprises in the national enterprise credit information publicity system; Credit Whether there is any bad credit record on China website, etc.
(12) The litigation or arbitration of the applicant in the last three years.
(13) Whether the registration application materials submitted by the applicant to China Fund Industry Association are true, accurate and complete.
(14) handle other matters that lawyers and law firms think need to explain.
Step 3: How to cooperate with lawyers in handling legal opinions?
Lawyers are certainly proficient in business, but private partners should also cooperate with their work.
1. Due diligence. 2. Actively rectify to achieve compliance. 3. Supervision and management, standardized operation. 4 signed by two practicing lawyers, stamped with the seal of the law firm, and dated. 5. Submit to the Association.
There are several points to note:
1. The signing date of the registration legal opinion shall be within one month before the private placement manager submits the registration application;
2. After submission, the application materials for private placement registration submitted by it shall not be modified; If it is really necessary to supplement or correct, with the consent of the Association, the original handling lawyer and law firm shall issue a supplementary legal opinion separately.
Step 4: Association publicity
China Fund Industry Association will list the information of the handling lawyer who issued the legal opinion and the name of the law firm in the registration and publicity information of private fund managers.
(publicity, supervision means, in order to supervise lawyers and private managers, do a good job in legal opinions. )
Introduction to "Textual Research" of Fund Qualification
Step 1: Does the research need to register with the Association?
(1) Senior management personnel (including legal representative, managing partner (appointed representative), general manager, deputy general manager, compliance/risk controller, etc.). Engaged in private securities investment funds, should obtain the qualification of fund practice;
(2) Private placement of non-private securities investment funds shall have at least two senior executives who have obtained the qualification of fund practice, and their legal representatives \ executive partners (designated representatives) and the person in charge of compliance \ risk control shall obtain the qualification of fund practice.
(3) Note: The person in charge of compliance/risk control of various private equity fund managers shall not engage in investment business.
Step 2: How do executives obtain the qualification of fund practice?
In fact, as an executive, you should apply for the certificate in March and April.
Senior managers who meet one of the following conditions can obtain the qualification of fund practice:
(1) passed the qualification examination of funds, including subject I, Fund Laws and Regulations, Professional Ethics and Business Standards, and subject II, Basic Knowledge of Securities Investment Funds;
(2) Having been engaged in asset management-related business in the last three years, and the average annual scale of assets under management is more than 6,543,800 yuan;
(3) Having passed the securities qualification examination, futures qualification examination and banking qualification examination, and meeting the relevant qualification conditions; Or pass the CPA qualification examination, legal professional qualification examination, asset appraiser professional qualification examination and other financial related qualification examinations and meet the relevant qualification conditions;
(4) Other circumstances identified by the Association Qualification Accreditation Committee.
Note: Private placement that meets the requirements of (2) or (3) still needs to pass the examination of subject 1, Fund Laws and Regulations, Professional Ethics and Business Standards, before it can obtain the qualification of fund practice.
Step 3: How to maintain the qualification of private placement in the past?
The friends who have already qualified before have not sat back and relax.
According to the regulations of the Association, the obtained senior executives should complete 15 hours of follow-up training every year in accordance with the requirements of the Measures for the Registration of Private Investment Fund Managers and the Filing of Funds (Trial) and the Notice on Relevant Matters Concerning the Qualification Examination for Funds before they can maintain their qualifications for funds.
Step 4: How to use it after getting the qualification?
A registered private equity fund manager shall, in accordance with the above provisions, self-check the fund qualification of the relevant senior executives, and submit an application for changing the major matters of the senior executives' qualifications through the private equity fund registration and filing system before 20 16 12 3 1 to complete the rectification.
Information disclosure strategy
As an institution, private placement should operate stably and disclose information in time after filing. Specific rules are divided into disclosure platform, content, time and rules. Here, I will help my friends answer questions in the form of questions and answers.
I. Information disclosure platform
Q 1: What's special about private placement for information disclosure?
A 1: Private fund managers should not only disclose to investors according to the fund contract, but also submit relevant information through the designated private fund disclosure backup platform according to the regulations of the association.
Q2: How do investors get these disclosed information?
A2: Investors can log on to the information disclosure backup platform of private equity funds for information inquiry.
The past performance and capital operation of private placement will be based on the data submitted by private placement to the backup platform.
Second, the content of information disclosure
Q3: What do general private equity funds need to disclose?
A3: A total of 65,438+00 items, including fund contracts, prospectus and other publicity and promotion documents, main rights and obligations in the fund sales agreement (if any), fund investment, fund assets and liabilities, fund investment income distribution, fund expenses and performance incentive arrangements, possible conflicts of interest, major lawsuits and lawsuits involving private fund management business, fund property and fund custody business.
Q4: What information should I pay attention to when raising private equity products?
A4: It includes nine items: (1) Basic information of the fund, including the fund name, fund structure (whether it is a parent-child fund or a parallel fund), fund type, fund registration place (if any), fund raising scale, minimum subscription contribution, fund operation mode (closed, open or other), fund duration, fund contact person and contact information, and fund. (2) Basic information of the fund manager: the name of the fund manager, the place of registration/main business address, the time of establishment, the form of organization, and the registration and filing of the fund manager in China Fund Industry Association; (3) Investment information of the fund: investment objective, investment strategy, investment direction, performance comparison benchmark (if any), risk-return characteristics, etc. ; (4) Fund raising period: the first round delivery date and the last delivery date (if any) of the fund shall be indicated; (5) Fund valuation policies, procedures and pricing models; 6. Main clauses of the fund contract: (6) Mode of capital contribution, mode of income distribution and loss sharing, standard and accrual mode of management fee, mode of fund expense bearing, fund business report and financial report submission system, etc. ; (7) Fund subscription and redemption arrangements; (8) An explanation of the credit status of the fund manager in the last three years; (9) Other matters.
Q5: What information should be disclosed during the operation of private placement products?
A5: Private placement needs to disclose seven items to investors before the end of April 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) Fund investment operation and leverage; (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) Investment income distribution and loss bearing; (6) Management fees and performance remuneration obtained by fund managers, including accrual basis, accrual method and payment method; (7) Other information agreed in the fund contract.
Q6: What are the major issues of private placement products that need to be disclosed to investors?
A6: There are 65,438+04 cases of major matters that need to be disclosed, including (65,438+0) the change of fund name, registered address and organizational form; (2) Significant changes have taken place in the investment scope and investment strategy; (3) Changing the fund manager or custodian. (4) The legal representative, executive partner (designated representative) and actual controller of the manager have changed; (5) touching the stop loss line or early warning line of the fund; (6) The management rate and custody rate have changed; (7) Changes in fund income distribution; (8) The fund triggers a huge redemption; (9) The duration of the fund is changed or extended; (10) fund liquidation or liquidation; (1 1) has a major related party transaction; (12) The fund manager, actual controller and senior manager are suspected of major violations of laws and regulations or are under investigation by the regulatory authorities or self-regulatory agencies; (13) Major litigation and arbitration involving private fund management business, fund property and fund custody business; (14) Other major matters that affect the interests of investors as stipulated in the fund contract.
Third, the time of information disclosure.
Q7: What are the disclosure frequency and time requirements of private placement products during operation?
A7: At least once a quarter. Private placement shall disclose the fund net value, main financial indicators and portfolio information to investors within 65,438+00 working days after the end of each quarter. At the same time, the annual report shall be disclosed within 6 months after the end of each year.
Q8: Is there a higher requirement for the disclosure time of large-scale private placement products?
A8: Require monthly disclosure system. 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.
Fourth, information disclosure is prohibited.
Q9: What behaviors are not allowed to disclose the information of private placement products?
A9: When disclosing information in private placement, the following behaviors are not allowed: (1) public disclosure or disguised public disclosure; (two) false records, misleading statements or major omissions; (3) Forecast investment performance; (four) in violation of the provisions of profit or loss; (5) Defaming other fund managers, fund custodians or fund sales institutions; (6) Publishing words of congratulations, praise or recommendation from natural persons, legal persons or other organizations; (7) Use data sources and methods that are not comparable, fair, accurate and authoritative to compare performance, and arbitrarily use related terms such as "best performance" and "largest scale"; (8) Other acts prohibited by laws, administrative regulations, China Securities Regulatory Commission and China Fund Association. Wutongshuxia v
What are the misunderstandings of private placement? The latest interpretation of six hot spots by fund industry associations
China Fund Association's normative measures for private equity funds have stirred up the market for a time. Private placement is busy, and brokers and law firms have launched private placement service manuals and guidelines to compete for all kinds of one-stop services.
Regarding the Announcement on Further Standardizing the Registration of Private Fund Managers issued on February 5th, the person in charge of China Fund Industry Association once again emphasized the problems existing in the market, among which China, a securities broker, summarized five hot issues that the industry was most concerned about.
The first hot spot is whether the registration of private equity funds has been suspended. In this regard, the fund industry association said that it will continue to handle the registration procedures for private fund managers and private fund filing for qualified applicants according to law, and the registration process and registration time limit will remain unchanged.
The second hot spot emphasizes that private placement registration is only the first step of self-discipline management, and it is by no means "a preparation".
The third hot spot is the so-called one-stop service such as "protecting the shell" and "selling the shell". The fund industry association emphasizes that both private fund managers, brokers, law firms, clubs and other parties should carefully select business partners and carefully evaluate the potential risks that their qualifications, compliance risks, legal risks and moral risks of agents may bring to investors, so as to avoid rushing headlong into business and blindly developing business.
The fourth hot spot is to refine and clarify the legal opinions submitted by private fund managers, and make requirements for the qualifications of law firms and lawyers.
The fifth hot spot, since the date of the announcement, the newly registered private fund managers of the Association are not allowed to apply for filing the fund managed by consultants as the first private fund product they manage, while the registered and unregistered private fund managers apply for filing the fund managed by consultants as the first private fund product they manage.
The sixth hot spot, how to apply for the fund qualification examination? The senior managers of registered private fund managers who have obtained the qualification of fund practice shall complete 15 hours of face-to-face instruction or follow-up training in the form of distance learning every year, and accept the qualification management of China Fund Industry Association according to regulations.