On July 1 1, the full text of the draft Fund Law, which was first considered at the 27th meeting of the 11th the National People's Congress Standing Committee (NPCSC) (held on June 26th), was published on China People's Congress website for public comments.
The consultation will end on August 5th, and the draft further revised and improved according to the feedback will be submitted to the National People's Congress Standing Committee (NPCSC) for second reading. Legal experts said that according to the procedure, legal amendments usually have to go through the "third reading" before they can be passed.
Looking closely at the full text of the draft, the biggest point of view is to set up a special chapter on "non-public offering" to clarify the regulatory provisions of private equity funds. According to the regulations, private fund managers must apply for registration or filing, and the total number of qualified investors in the fund shall not exceed 200.
For publicly raised funds, the draft appropriately relaxes the control over fund investment and operation, and changes the fund raising application from "examination and approval system" to "registration system".
At the same time, the provisions of the fund's investment scope are revised to provide a basis for its investment in the money market and stock index futures. In addition, in order to better protect the rights and interests of fund investors, it is planned to add new forms of fund organization and introduce board system and unlimited liability fund.
It is understood that the draft fund law is divided into 15 chapter 172, which has been revised and expanded on the basis of the current fund law. The main amendments include four aspects: (1) bringing non-public offering funds into the scope of adjustment; Strengthen the protection of fund investors' rights and interests; Revise and improve some provisions on publicly raised funds; Increase the provisions on fund service institutions.
On the issue of how to bring private equity funds closely watched by the market into supervision, the draft fund law sets up a chapter on "private equity funds", which clarifies the registration system of fund managers, qualified investors, registration of private equity products, custody of private equity funds, essential clauses of contracts and prohibitive provisions.
According to the regulations, as a private fund manager, you must be registered by the CSRC or the fund industry association. If the total amount of funds raised by the fund manager and the number of fund share holders are less than the prescribed amount, registration may be exempted. Among them, the manager who is exempted from registration for the merger of funds managed by the same manager shall join the fund industry association and implement self-discipline management. Managers who should be registered/registered but have not applied for registration/registration and the fund property they manage will be restricted from opening securities accounts and securities trading.
Private equity funds shall implement the qualified investor system, and the cumulative number of qualified investors shall not exceed 200. The qualification standards of qualified investors, including income level or asset scale, risk identification and tolerance, will be stipulated separately.
According to the draft fund law, after the private equity fund is raised, the manager must file with the regulatory authorities or fund industry associations, and its securities investment scope includes buying, selling or holding stocks and bonds, or other securities and their derivatives stipulated by the securities regulatory authorities, and other securities such as unlisted joint-stock companies are also within its investment scope.
It is worth noting that the draft leaves room for private equity funds to issue public offerings, stipulating that fund managers who specialize in private equity fund management can engage in Public Offering of Fund management business after approval if their shareholders, senior managers, operating period and fund assets under management meet the prescribed conditions.
In strengthening the protection of fund investors' rights and interests, the draft fund law has increased the form of fund organization and introduced board funds and unlimited liability funds; The provisions of the fund share holders' meeting were revised and improved, the threshold for convening the meeting was lowered, the number of holders attending the meeting was adjusted from 50% to one third, and the second convening meeting system was introduced to promote its function.
The draft Fund Law also revised and improved some provisions of Public Offering of Fund. First, strengthen supervision, bring the shareholders of fund managers and their actual controllers into the scope of supervision, and explicitly prohibit fund managers and their employees from insider trading and interest transfer; Second, appropriately relax the control over the fund investment operation, including changing the fund raising application from "examination and approval system" to "registration system" and modifying the provisions on the fund investment scope, so as to provide a basis for the fund to invest in the money market and stock index futures.