(Guidelines on the Content and Format of Contractual Private Equity Fund Contracts)

Guidelines on Contract Content and Format of Contractual Private Investment Fund

Chapter I General Provisions

Article 1 These Guidelines are formulated in accordance with the Securities Investment Fund Law (hereinafter referred to as the Fund Law), the Interim Measures for the Supervision and Administration of Private Equity Funds (hereinafter referred to as the Private Equity Measures), the Measures for the Registration of Private Equity Fund Managers and the Filing of Funds (for Trial Implementation) and other relevant provisions.

Article 2 Where a private equity fund manager raises and establishes a private equity investment fund by contract, he shall formulate a private equity investment fund contract (hereinafter referred to as the "fund contract") in accordance with these Guidelines; Private fund managers who set up private investment funds, venture capital funds and other investment funds through contract raising shall formulate private fund contracts with reference to these Guidelines.

Article 3 The words "private fund" and "private investment fund" shall be marked in the name of a fund contract.

Article 4 The parties to a fund contract shall follow the principles of equality, voluntariness, good faith and fairness in concluding a fund contract, safeguard the legitimate rights and interests of investors, and shall not harm the national interests and social public interests.

Article 5 A fund contract shall not contain false contents or misleading statements.

Article 6 Where a private equity fund is managed, the private equity fund manager, fund custodian and investor shall sign a fund contract in accordance with the requirements of these Guidelines. If the fund contract clearly stipulates that it is not managed, the system measures, custody mechanism and dispute resolution mechanism for ensuring the property safety of private equity funds shall be clearly defined in the fund contract according to the requirements of these Guidelines.

Article 7 Where there are explicit requirements in these Guidelines, the fund contract shall specify the relevant contents stipulated in these Guidelines. Under the premise of not violating the Fund Law, the Measures for Private Offering and relevant laws and regulations, the parties to the fund contract may agree on matters other than those stipulated in these Guidelines according to the actual situation. If some specific requirements of these Guidelines are not applicable to the parties, the parties may make reasonable adjustments and changes to the corresponding contents, but the manager shall make special disclosure to investors in the risk disclosure book and issue a written explanation when the fund contract is submitted to the China Fund Industry Association for the record.

Chapter II Text of Fund Contract

Before the first speech

Article 8 A fund contract shall specify the purpose, basis and principles for concluding a fund contract.

Section II Interpretation

Article 9 Words with specific legal meanings in fund contracts shall be clearly explained and explained.

Section III Statements and Commitments

Article 10 The statements and commitments of private fund managers, private fund custodians and private fund investors shall be stated in bold type in the contract, including but not limited to:

Private fund managers guarantee that they have been registered as private fund managers in China Fund Industry Association before raising funds, and list the registration code of managers. Private fund managers should further declare to investors that the registration of private fund managers and private funds by China Fund Industry Association does not constitute recognition of the investment ability and continuous compliance of private fund managers; Not as a guarantee for the safety of fund property. The private equity fund manager guarantees that relevant risks have been revealed before signing this contract; Have already understood the risk preference, risk perception and tolerance of private equity investors. Private fund managers promise to manage and use the fund property in accordance with the principles of due diligence, honesty and credit, prudence and diligence, and do not promise the profitability and minimum income of fund activities.

The custodian of the private equity fund promises to keep the fund property safely in accordance with the principles of due diligence, honesty and credit, prudence and diligence, and fulfill other obligations stipulated in the contract.

The investor of the private equity fund declares that he/she is a qualified investor in accordance with the Measures for Private Equity Funds, and ensures that the source and use of the property conform to the relevant provisions of the state, and has fully understood the terms of this contract, relevant rights and obligations, relevant laws and regulations and the risk-return characteristics of the invested fund, and is willing to bear the corresponding investment risks; Private equity investors promise that the basic information they provide to private equity managers about investment purposes, investment preferences, investment restrictions, property income, risk tolerance and so on is true, complete, accurate and legal, and there are no major omissions or misleading. If the above information changes substantially, it shall promptly inform the private equity fund manager or fundraising institution. Private equity fund investors know that private equity fund managers, private equity fund custodians and related institutions shall not make any promises or guarantees on the income status of fund property.

Section IV Basic Information of Private Equity Funds

Article 11 The basic information of a private equity fund shall include:

(a) the name of the private equity fund;

(two) the operation mode of private equity funds, including closed, open or other ways;

(3) The total amount raised by the private equity fund plan (if any);

(4) The investment objectives and scope of the private equity fund;

(5) Duration of the private placement fund.

(6) The face value of the initial public offering of private equity fund shares;

(7) Structured arrangements for private equity funds (if any);

(8) Custody matters of private equity funds (if any);

(9) The outsourcing matters of private equity funds, including the name of the outsourcing organization and the outsourcing business registration code registered with China Fund Industry Association (if any);

(10) Other contents that need to be specified.

Section 5 Raising of Private Equity Funds

Article 12 Clarify the relevant matters of private equity fund raising, including but not limited to:

(1) The raising organization, objectives, methods and time limit of the private equity fund;

(2) Subscription of private equity funds, including the maximum number of qualified investors in private equity funds, subscription fees, confirmation of subscription application, calculation method of subscription share, management of initial subscription funds and interest treatment methods, etc. ;

(3) Subscription amount and payment period of private equity fund shares;

(4) The investment cooling-off period and return visit confirmation as stipulated in the Measures for the Administration of Raising Behavior of Private Investment Funds.

Article 13 stipulates that the private fund manager shall deposit the client's funds into the special account for private fund raising and settlement during the period of private fund raising, and specify the bank, account name, account number, supervision institution, etc.

Section VI Establishment and Filing of Private Equity Funds

Article 14 Matters related to the establishment of private equity funds include but are not limited to:

(1) Defining the way of signing private equity fund contracts;

(2) Conditions for the establishment of private equity funds;

(3) How to deal with the failure of raising private equity.

Article 15 Private equity funds shall go through the fund filing procedures with China Fund Industry Association in accordance with regulations. The fund contract shall stipulate that private equity funds can only be invested and operated after the China Fund Industry Association has completed the filing.

Section 7 Purchase, Redemption and Transfer of Private Equity Funds

Article 16. Make clear the matters related to the subscription and redemption of private equity funds by private investors during the operation of private equity funds, including but not limited to:

(a) the opening day and time of subscription and redemption;

(2) The methods, prices, procedures, confirmation and handling institutions of subscription and redemption;

(3) the amount limit of subscription and redemption. Investors who purchase private equity fund shares on the open day of the duration of private equity funds shall purchase at least RMB 654,380,000 (excluding subscription fees) for the first time, which meets the standards of qualified investors, except that investors who already hold private equity fund shares purchase additional fund shares on the open day of the asset duration. When the net asset value of the fund held by investors is higher than 6,543.8+0,000 yuan, they can choose to redeem some fund shares, and the net asset value of the fund held by investors after redemption shall not be lower than 6,543.8+0,000 yuan. When applying for redemption of fund shares, investors must choose to redeem all fund shares at one time if their net asset value is less than 6,543,800 yuan. If the investor fails to redeem all the shares in one lump sum, the manager shall hold the fund shares. Investors listed in Article 13 of the Measures for Private Offering may not apply this item.

(4) subscription and redemption fees;

(5) Calculation method of subscription share and redemption amount;

(six) the identification and handling methods of huge redemption;

(seven) refusal or suspension of subscription, redemption and handling methods.

Article 17 A fund contract may stipulate the methods and procedures for transferring fund shares among fund share holders and among fund share holders to other qualified investors, as well as the relevant responsibilities of private fund managers. The transfer of fund shares shall be registered in accordance with the requirements of China Fund Industry Association. During and after the transfer, the total number of fund shares held by qualified investors shall not exceed the quorum.

Section 8 Parties and Their Rights and Obligations

Article 18 The basic information of the private equity fund manager and the private equity fund custodian shall be stated, including but not limited to the name, domicile, contact person, mailing address, telephone number and other information. The basic information of investors can be listed on the fund contract signing page.

Article 19 explains that private equity funds should be set as equal shares. Unless otherwise agreed in the private equity fund contract, each share has the same legal rights and interests.

Article 20 According to the Measures and other relevant provisions, the rights of private fund managers include but are not limited to:

(1) Managing and using the fund property independently according to the stipulations of the fund contract;

(2) Obtaining the management fee and performance remuneration (if any) of the private fund manager in a timely and full manner according to the fund contract;

(3) Exercising the rights arising from investing in the property of the fund in accordance with the relevant provisions and the fund contract.

(4) Supervise the private equity fund custodian according to the fund contract and other relevant provisions, and take timely measures to stop the private equity fund custodian from violating the fund contract or relevant laws and regulations, thus causing great losses to the fund property and the interests of other parties;

(5) In order to protect the rights and interests of investors, private fund managers can adjust the subscription and subscription business rules of the fund (including but not limited to the total fund size, the initial subscription and subscription amount of a single fund investor, the amount of each subscription and the total amount of funds held, etc.). ) according to market conditions;

(six) in the name of the private equity fund manager, on behalf of the private equity fund and other third parties to sign the relevant agreement documents on fund investment, exercise litigation rights or carry out other legal acts.

Article 21 The obligations of private fund managers shall be implemented in accordance with the Measures for Private Offering and other relevant provisions, including but not limited to:

(a) to fulfill the registration procedures of private fund managers and private fund filing;

(2) Fulfill the obligations of the trustee and manage and use the fund property in accordance with the principles of honesty, credit and diligence;

(3) Making questionnaires, evaluating investors' risk identification ability and risk-taking ability, and raising funds privately from qualified investors who meet the requirements of laws and regulations;

(4) Making a risk disclosure statement to fully disclose relevant risks to investors.

(five) equipped with sufficient personnel with professional ability to make investment analysis and decision, and manage and operate the fund property in a professional way;

(6) Establish and improve the internal system to ensure that the managed private equity fund property is independent of other fund properties managed by it and the inherent property of private equity fund managers, and manage, keep accounts and invest in different properties managed separately;

(seven) shall not use the fund property or position to seek benefits for themselves or anyone other than investors, and transfer benefits;

(8) Acting as the fund share registration institution of the Fund by itself or entrusting other institutions, and supervising the act of entrusting other fund share registration institutions to handle the registration business;

(9) Accepting the supervision of investors and private equity fund custodians as stipulated in the fund contract;

(10) Provide the custodian with important documents (if any) such as non-securities assets certificate or equity certificate (including the register of shareholders and the right certificate issued by the industrial and commercial department with official seal) in a timely manner according to the fund contract;

(eleven) in accordance with the fund contract, responsible for the accounting of private equity funds and the preparation of fund financial accounting reports;

(12) Calculate and report the net value of fund shares to investors as agreed in the fund contract;

(thirteen) according to the provisions of laws and regulations and the provisions of the fund contract, disclose the necessary information to investors, and reveal the operation of private equity fund assets, including the preparation and provision of regular fund reports to investors;

(14) Determine the subscription and redemption prices of private equity fund shares, and take appropriate and reasonable measures to determine that the calculation method of the transaction price of fund shares conforms to the provisions of laws and regulations and the provisions of the fund contract;

(fifteen) keep business secrets, and shall not disclose the investment plans or intentions of private equity funds, except as otherwise provided by laws and regulations;

(16) Keep all accounting data of private equity fund investment business activities, and properly keep relevant contracts, transaction records and other related materials, with a retention period of not less than 65,438+00 years from the date of termination of private equity fund liquidation;

(seventeen) to treat the different fund properties managed fairly, and shall not engage in activities that harm the fund properties and the interests of other parties;

(eighteen) in accordance with the provisions of the fund contract, determine the income distribution plan of private equity funds, and distribute the income to investors in a timely manner;

(19) Organizing and participating in the fund property liquidation team, and participating in the custody, liquidation, valuation, realization and distribution of the fund property;

(twenty) to establish and keep the register of investors;

(twenty-one) faced with dissolution, cancellation or bankruptcy according to law, timely report to the China Fund Industry Association, and notify the private fund custodian and fund investors.

Article 22 Where two or more managers jointly manage a private equity fund, all managers shall be jointly and severally liable to the investors. The division of responsibilities between managers is stipulated in the fund contract. If the contract is not agreed or the agreement is not clear, each manager shall bear corresponding responsibilities according to the fault.

Article 23 Where a private equity fund manager hires another private equity fund manager as an investment consultant, the rights, obligations and responsibilities of both parties shall be clearly stipulated in the investment consultant agreement. The private fund manager shall not be relieved of his fund manager duties due to entrustment.

The conditions and selection procedures of investment consultants shall conform to the provisions and requirements of laws, regulations and industry self-discipline rules. If an investment consultant has been agreed in the fund contract, it shall list the situation that the private equity fund manager's employment of an investment consultant has an impact on the rights and obligations of the parties to the fund contract. In the process of private equity fund operation, if the private equity fund manager requests to hire, replace or adjust the remuneration of investment consultants, he shall obtain the consent of the fund share holders' meeting.

Article 24 The rights of a custodian of a private placement fund shall be specified in accordance with the Measures for Private Placement and other relevant provisions, including but not limited to:

(a) in accordance with the provisions of the fund contract, timely and full access to private equity fund custody fees;

(2) according to the provisions of laws and regulations and fund contracts, supervise the investment operation of private fund managers on fund property, and have the right to report to China Fund Industry Association and take necessary measures if private fund managers violate the provisions of laws and regulations and fund contracts and cause great losses to fund property and the interests of other parties;

(3) Keeping the private equity fund property in accordance with the fund contract.

Article 25 The obligations of the custodian of private equity funds shall be implemented in accordance with the Measures for the Administration of Private Equity Funds and other relevant provisions, including but not limited to:

(1) Safely keeping the fund property;

(2) It has a business place that meets the requirements and is equipped with enough qualified full-time personnel to be responsible for the custody of the fund property;

(3) Set up separate accounts for different fund assets under custody to ensure the integrity and independence of the fund assets;

(4) Except in accordance with the provisions of laws and regulations and the provisions of the fund contract, it is not allowed to seek benefits for the private equity fund custodian or any third party, and it is not allowed to entrust a third party to trust the fund property;

(five) according to the provisions of the opening and cancellation of private equity fund property custody fund accounts, securities accounts, futures accounts and other accounts required for investment (private equity fund managers and private equity fund custodians have otherwise agreed, they can fulfill this obligation in accordance with the agreement; If the fund contract does not stipulate custody, the private fund manager shall fulfill this obligation);

(6) Examining the net value of private equity fund shares;

(7) Handling information disclosure related to fund custody business;

(eight) according to the relevant laws and regulations and fund contracts, review the regular reports of private equity funds prepared by private equity fund managers, and issue written opinions on a regular basis;

(9) According to the fund contract and the fund transfer instruction of the private equity fund manager or its authorized person, handle the liquidation and settlement in time;

(ten) according to the provisions of laws and regulations, properly keep the contracts, agreements, vouchers and other documents related to the private equity fund management business activities;

(eleven) treat different trust fund assets fairly, and shall not engage in activities that harm the fund assets and the interests of other parties;

(12) Keep business secrets, and do not disclose the relevant information of the Fund to others except as stipulated by laws and regulations and agreed in the fund contract;

(13) Preserve all accounting data of private equity investment business activities according to the retention period required by relevant laws and regulations, and properly keep relevant contracts, transaction records and other relevant materials;

(14) Supervise the investment operation of the private equity fund manager, and if it is found that the investment instruction of the private equity fund manager violates the provisions of laws and regulations and the fund contract, it shall refuse to implement it, and immediately notify the private equity fund manager; If it is found that the effective investment instructions made by the private equity fund manager according to the trading procedures violate the laws and regulations and the provisions of the fund contract, it shall immediately notify the private equity fund manager;

(fifteen) according to the private equity fund contract, make relevant account books, and check with the fund manager.

Article 26 The rights of investors shall be defined in accordance with the Measures for Private Offering and other relevant provisions, including but not limited to:

(1) Obtaining fund property income;

(2) Obtaining the remaining fund property after liquidation;

(3) Subscribing, redeeming and transferring fund shares in accordance with the provisions of the fund contract;

(four) according to the provisions of the fund contract, to participate in or apply for the convening of the fund share holders' meeting and exercise the relevant functions and powers;

(5) Supervising the performance of private equity fund managers and private equity fund custodians in their investment management and custody obligations;

(6) Obtaining fund information disclosure materials according to the time and method agreed in the fund contract;

(seven) due to the violation of laws and regulations or the provisions of the fund contract by the private fund manager and the private fund custodian, the legitimate rights and interests are damaged, and they are entitled to compensation.

Article 27 Investors shall perform their obligations in accordance with the Measures for Private Offering and other relevant provisions, including but not limited to:

(a) read the fund contract carefully to ensure that the source and use of investment funds are legal;

(2) Accepting the confirmation procedure of qualified investors, truthfully filling out the questionnaire on risk identification ability and tolerance, truthfully committing assets or income, being responsible for its authenticity, accuracy and completeness, and committing to be a qualified investor;

(3) If a majority of investors' funds are pooled in the form of partnership, contract or other unincorporated persons to directly or indirectly invest in private equity funds, the above information and the information of the ultimate investor shall be fully disclosed to the private equity fund manager, except as provided for in Article 13 of the Measures for Private Equity Funds;

(four) carefully read and sign the risk disclosure;

(5) Pay the subscription and subscription money of the fund share according to the agreement of the fund contract, and bear the management fee, custody fee and other related expenses according to the agreement of the fund contract;

(six) bear the investment losses of the fund in accordance with the provisions of the fund contract;

(7) Providing materials and identification documents as prescribed by laws and regulations to private fund managers or private fund raising institutions, and cooperating with the due diligence and anti-money laundering work of private fund managers or their raising institutions;

(eight) keep business secrets, and shall not disclose the investment plans or intentions of private equity funds;

(nine) shall not interfere with the fund manager's investment behavior in violation of the provisions of the fund contract;

(10) Do not engage in activities that damage the legitimate rights and interests of the Fund, its investors, other funds managed by the fund manager and other funds entrusted by the fund custodian.

Section 9 Private Equity Fund Share Holders' Meeting and Daily Institutions

Article 28 Make clear the circumstances under which the fund share holders' meeting should be held, and other circumstances that may have a significant impact on the rights and obligations of the fund share holders and require the fund share holders' meeting to be held:

(1) Deciding to extend the term of the fund contract.

(two) decided to modify the important contents of the fund contract or terminate the fund contract in advance;

(3) Deciding to replace the fund manager and fund custodian;

(4) Deciding to adjust the remuneration standards of fund managers and fund custodians;

(5) Other circumstances stipulated in the fund contract.

In view of the matters listed in the preceding paragraph, if the fund share holders agree in writing, they may directly make a resolution without convening the fund share holders' meeting, and all fund share holders shall sign and seal the resolution document.

Article 29 According to the provisions of the fund contract, the fund share holders' general meeting may set up daily institutions to exercise the following functions and powers:

(1) Convening a general meeting of fund share holders;

(2) Submitting for the replacement of the fund manager and fund custodian;

(3) Supervising the investment operation of the fund manager and the custody activities of the fund custodian;

(4) Adjusting the remuneration standards of fund managers and fund custodians;

(5) Other functions and powers stipulated in the fund contract.

Article 30 The daily organization of the fund share holders' meeting shall be elected by the fund share holders' meeting. The personnel composition and replacement procedures of the daily organization of the fund share holders' meeting shall be agreed in the fund contract.

Article 31 According to the Fund Law and other relevant regulations, the fund share holders' meeting and/or daily organization shall specify the following matters:

(1) Convenor and method of convening;

(two) the time, content and method of the notice of the meeting;

(3) the way to attend the meeting (the fund share holders' meeting can be held on site or by communication);

(4) The contents and procedures of the litigation;

(five) the formation conditions, voting methods and procedures of the resolution;

(6) Other matters agreed in the fund contract.

Thirty-second fund share holders' meeting and its daily institutions shall not directly participate in and interfere with the investment management activities of the fund.

Section 10 Registration of Private Equity Fund Shares

Article 33. Clarify the relevant matters of private equity fund managers in handling share registration business. Explain that if the private equity fund manager entrusts other institutions that can handle the private equity fund share registration business to handle the private equity fund share registration business on his behalf, he shall sign an agency agreement with the relevant institutions to clarify the name of the share registration institution, the outsourcing business registration code, the authority and responsibility of the private equity fund share registration institution to handle it on his behalf, etc.

Article 34 stipulates that all fund share holders agree that private fund managers, share registration institutions or other share registration obligors should back up the fund share registration data in accordance with the provisions of China Fund Industry Association.

Section 11 Investment of Private Equity Funds

Article 35 Explain the related matters of private equity fund property investment, including but not limited to:

(1) investment target;

(2) the scope of investment;

(3) investment strategy;

(4) Investment restrictions, specifying the investment projects that are prohibited or restricted according to the Private Placement Measures, the Self-discipline Rules and other relevant regulations and the Fund Contract;

(five) explain the situation and handling methods of conflicts of interest that exist or may exist in fund contracts and transactions;

(6) Performance comparison benchmark (if any);

(7) Participating in margin trading and other over-the-counter securities trading business (if any).

Article 36 According to the fund contract, it may be agreed that the private equity fund manager is responsible for hiring the private equity fund investment manager or key investor, and the basic information, change conditions and procedures of the investment manager or key investor may be agreed.

Article 37 Where a private equity fund adopts a structured arrangement, it shall not violate the basic principles of "benefit sharing and risk sharing" and directly or indirectly provide the structured private equity fund holders with the arrangement of capital preservation and income protection.

Section 12 Property of Private Equity Fund

Article 38 stipulates the relevant matters of private equity fund property, including but not limited to:

(1) Custody and disposition of private equity fund property

1. Explain that private equity fund property should be independent of the inherent property of private equity fund managers and private equity fund custodians, and kept by private equity fund custodians. Private fund managers and private fund custodians may not classify private fund property as their inherent property.

2. Explain that the property and income obtained by private fund managers and private fund custodians due to the management and use of private fund property or other circumstances are classified as private fund property.

3. Explain that private fund managers and private fund custodians can collect management fees, custody fees and other fees stipulated in the fund contract in accordance with the contract. Private fund managers and private fund custodians shall bear legal liabilities with their inherent property, and their creditors shall not exercise rights such as requesting freezing and sealing up of private fund property. Private fund managers and private fund custodians are liquidated due to legal dissolution, cancellation, bankruptcy and other reasons, and the private fund property does not belong to their liquidation property.

4. Explain that private fund managers and private fund custodians shall not use fund assets for mortgage, pledge, guarantee or set any form of priority or other third-party rights without authorization in violation of laws, regulations and fund contracts.

5. Explain that the creditor's rights generated by the private equity fund property shall not offset the debts that do not belong to the private equity fund property itself. Private fund managers and private fund custodians may not advocate that their creditors enforce private fund property for debts that private fund property itself does not bear. When the above-mentioned creditors claim rights to the private equity fund property, the private equity fund manager and the private equity fund custodian shall clearly inform the independence of the private equity fund property.

(2) Opening and management of property-related accounts of private equity funds

Private fund managers or private fund custodians shall, in accordance with the provisions, open custody fund accounts, securities accounts, futures accounts and other accounts required for investment of private fund property. The names of holders of securities accounts and futures accounts shall conform to the relevant provisions of securities and futures registration and settlement institutions. The above-mentioned fund property accounts are independent of the property accounts owned by private fund managers, private fund custodians, private fund raising institutions and private fund share registration institutions and other fund property accounts.

(3) If the private equity fund is not managed, the institutional measures and dispute resolution mechanism for ensuring the property safety of private equity funds shall be specified in this section.

Section 13 Trading and Settlement Arrangements

Article 39 With reference to the relevant provisions of the China Securities Regulatory Commission on the management of securities investment fund raising and settlement funds, the following matters are clarified:

(1) Procedures for selecting securities and futures brokerage institutions (if necessary);

(2) Settlement and delivery arrangements;

(3) Verification of funds, securities accounts and transaction records;

(4) Settlement of funds purchased or redeemed;

(5) Other matters.

Article 40 Where a private equity fund is managed by a fund custodian, it shall be made clear that the private equity fund manager shall send investment instructions for fund transfer and other fund receipt and payment to the fund custodian when using the fund property:

(1) authorization of transaction liquidation.

(2) The contents of the investment statement.

(3) Time and procedures for issuing, confirming and executing investment orders.

(four) the situation and handling procedures of the private equity fund custodian's suspension or refusal to execute the instructions according to law;

(five) the situation and handling procedures of the private equity fund manager sending the wrong instructions;

(6) Procedures for replacing the authorized person;

(7) custody of instructions;

(8) Relevant responsibilities.

Section 14 Valuation and Accounting of Private Equity Fund Property

Article 41 Matters related to the property valuation of private equity funds shall be implemented in accordance with relevant state regulations, including but not limited to:

(1) appraisal purpose;

(2) Valuation time;

(3) Valuation method;

(4) Appraisal object;

(5) Valuation procedures;

(6) Handling of valuation errors.

(7) Suspension of valuation;

(8) Confirmation of the net value of fund shares;

(9) Handling of special circumstances.

Article 42 The accounting policies of private equity funds shall be stipulated.

With reference to current policies or fund contracts, clarify the following matters, including but not limited to:

(a) accounting year, functional currency, accounting system and other matters;

(2) Private equity funds shall independently establish accounts and conduct independent accounting; Private fund managers or outsourcing service agencies entrusted by them shall keep complete accounting accounts and vouchers, conduct daily accounting and prepare accounting statements; The custodian of the private equity fund shall regularly check with the private equity fund manager on the accounting and statement preparation of the private equity fund.

Section 15 Fees and taxes of private equity funds

Forty-third private fund fees related matters shall be agreed:

(1) Defining the types, rates, rate adjustments, accrual standards, accrual methods and payment methods of fees paid from private equity funds during their operation;

(2) Make clear the items that can be included in the property expenses of private equity funds, and make clear that the expenses incurred by private equity fund managers and private equity fund custodians due to non-performance or incomplete performance of their obligations or the loss of private equity fund property, as well as the expenses incurred for handling matters unrelated to the property operation of private equity funds, shall not be included in the private equity fund expenses;

(3) stipulating the management rate and custody rate of private equity funds. Private fund managers can agree with private fund investors to extract appropriate performance rewards according to the management of private funds;

(4) stipulate the accrual principle, calculation and payment method of performance pay (if any);

(5) Fund service institutions that provide services for fund raising, operation, auditing, legal consultants, investment consultants, etc. Allocate corresponding service fees from the fund;

(six) the principles and calculation methods of other expenses.

Article 44 according to the relevant tax regulations of the state, the tax payment arrangements of the parties to the fund contract shall be agreed upon.

Section 16 Income Distribution of Private Equity Funds

Article 45 stipulates that the income distribution policy of private equity funds shall be implemented in accordance with existing laws and regulations and fund contracts, and defines relevant matters, including but not limited to:

(a) the principle of income distribution, including the standard, frequency, proportion and time of income distribution;

(two) the determination and notification of the income distribution plan;

(3) Implementing income distribution.

Section 17 Information Disclosure and Reporting

Article 46 Clarify the types, contents, frequency and methods of information disclosed by private fund managers to investors.

Article 47 It is stipulated that private fund managers and private fund custodians shall truthfully disclose the following matters to investors in accordance with the Measures for the Administration of Information Disclosure of Private Investment Funds and the fund contract: