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Interim provisions on the operation and management of private placement management business of securities and futures operating institutions
Article 1 In order to further strengthen the supervision of the private equity management business of securities and futures institutions, standardize market behavior and strengthen risk control, according to the Securities Law, the Securities Investment Fund Law, the Regulations on the Supervision and Administration of Securities Companies, the Regulations on the Administration of Futures Trading, the Interim Measures for the Supervision and Administration of Private Equity Funds, the Measures for the Administration of Customer Asset Management Business of Securities Companies, the Pilot Measures for Asset Management Business of Fund Management Companies and the Measures for the Supervision and Administration of Futures Companies, Article 2 The securities and futures institutions mentioned in these Provisions refer to securities companies, fund management companies, futures companies and their legally established subsidiaries engaged in private equity management. Article 3 Securities and futures operating institutions and related sales institutions shall not sell asset management plans in violation of regulations, shall not improperly publicize, mislead and cheat investors, and shall not promise investors that the principal will not be lost or guarantee the minimum income in any way, including but not limited to the following situations:

(1) The asset management contract and sales materials contain expressions with guaranteed income, such as zero risk, guaranteed income and worry-free principal;

(2) The name of the asset management plan contains the words "capital preservation";

(3) Signing a repurchase agreement or a letter of commitment with investors in private, and directly or indirectly committing to protect the principal and income;

(4) Commit to investors verbally or through SMS and WeChat. Guaranteed income;

(5) Selling an asset management plan to a non-qualified investor, knowing that the investor does not meet the standards of qualified investors in essence, but still confirming the sale, or breaking through the standards of qualified investors in disguise by splitting and transferring the share of the asset management plan or its income right, or directly or indirectly providing short-term loans to investors;

(six) the number of investors in a single asset management plan exceeds 200, or the same asset manager sets up multiple asset management plans for a single financing project, which breaks through the limit of the number of investors in disguise;

(7) Promoting specific products to unspecified objects through newspapers, radio, television, Internet and other public media, lectures, reports and analysis meetings, notices, leaflets, short messages, WeChat, blogs, e-mails, etc., except that securities and futures operating institutions and sales institutions promote registered specific objects through Internet media such as official website and clients.

(eight) when selling the asset management plan, the transaction structure of the asset management plan, the rights and obligations of the parties, the content of income distribution, the services entrusted by the third party, the related transactions and other information are not truly, accurately and completely disclosed;

(nine) to participate in public or non-public offering of shares before the completion of the asset management plan;

(ten) to publicize the expected rate of return of the asset management plan to investors;

(1 1) exaggerates or unilaterally publicizes products, exaggerates or unilaterally publicizes the past performance of asset management plan managers, products managed by them, investment managers, etc. , the product risks are not fully disclosed, and the investors did not sign the risk disclosure book and asset management contract when subscribing for the asset management plan. Article 4 When establishing a structured asset management plan, a securities and futures operating institution shall not violate the principles of * * * enjoying benefits, * * taking risks and matching risks and benefits, and shall not have any of the following circumstances:

(1) directly or indirectly provide the priority share subscribers with the arrangement of capital preservation and income protection, including but not limited to providing priority share income, terminating penalty interest in advance, making up the priority income by the difference between the inferior level and the third party institution, and providing risk margin to make up the priority income. Agreement of structured asset management plan contract;

(2) Failing to fully and properly conduct due diligence on the identity and risk-taking ability of the subscribers of the subordinated shares of the structured asset management plan;

(3) Information such as structured design, corresponding risks, income distribution and risk control measures are not fully disclosed and revealed in the asset management contract;

(4) The leverage ratio of stock and mixed structured asset management plans exceeds 65,438+0 times, the leverage ratio of fixed-income structured asset management plans exceeds 3 times, and the leverage ratio of other structured asset management plans exceeds 2 times;

(5) By penetrating the investment target of the structured asset management plan, the structured asset management plan embeds the inferior share of other structured financial products;

(6) The name of the structured asset management plan does not contain the words "structured" and "graded";

(7) The total assets of the structured asset management plan account for more than 65,438+0.40% of the net assets, and the total assets of the unstructured aggregate asset management plan (i.e. "one-to-many") account for more than 200% of the net assets. Article 5 Securities and futures institutions shall not entrust individuals or unqualified third-party institutions to provide investment advice when conducting private asset management business, and the responsibilities that managers should bear according to law shall not be exempted due to entrustment, and the following circumstances shall not exist:

(1) The selection mechanism for third-party institutions has not been established or effectively implemented, and the third-party institutions have not been selected according to the prescribed procedures;

(2) The relevant entrustment agreement has not been signed, or the identity of the third-party institution has not been clearly disclosed in the asset management contract and other materials, the responsibilities of the third-party institution have not been agreed, and the specific risks that may arise from employing the third-party institution have not been fully explained and disclosed;

(3) The third-party institution directly executes the investment instructions, fails to establish or effectively implement the risk control mechanism, and fails to effectively prevent the third-party institution from using the asset management plan to engage in insider trading, market manipulation and other illegal acts;

(4) There is no conflict of interest prevention mechanism, and there is conflict of interest or interest transfer between the asset management plan and other products managed or served by the third-party institution itself;

(5) Paying fees to third-party institutions that do not provide substantive services or the fees paid do not match the services provided by them;

(6) Third-party institutions and their related parties invest their own funds or raised funds in the inferior share of the structured asset management plan.