Article 112 The manager of a non-public offering fund shall be registered by the the State Council Securities Regulatory Authority or the fund industry association.

Article 113 A fund manager shall apply for registration with the the State Council Securities Regulatory Authority in accordance with the regulations, but 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 shall not be granted.

When applying for registration with the the State Council securities regulatory authority, a fund manager shall submit the basic information of the fund manager, such as personnel qualifications, registered capital, risk control system, information reporting arrangements, etc.

For funds managed by fund managers controlled by the same actual controller, the amounts specified in the first paragraph of this article shall be calculated together.

Fund managers who are exempted from registration according to the provisions of the first paragraph of this article shall join the fund industry association, complete the registration procedures, submit basic information and implement self-discipline management.

Article 114 The registration of fund managers by the State Council securities regulatory authorities and fund industry associations does not indicate the recognition of their investment management capabilities.

Without registration or registration, no unit or individual may use the words "fund" or "fund management" or similar names; However, unless otherwise provided by laws and administrative regulations.

Article 115 The the State Council Securities Regulatory Authority has the right to restrict fund managers and the fund assets under their management from opening securities accounts and restricting securities trading.

If the registered fund manager no longer meets the requirements or commits serious illegal acts, the the State Council securities regulatory authority shall cancel the registration. For a fund manager whose registration is cancelled according to law, the the State Council Securities Regulatory Authority has the right to take the measures specified in the preceding paragraph.

Article 116 A non-public offering fund shall be raised from qualified investors, and the cumulative number of qualified investors shall not exceed 200.

Qualified investors mentioned in the preceding paragraph refer to units and individuals that have reached the prescribed income level or asset scale, have the corresponding risk identification ability and risk-taking ability, and the subscription amount of their fund shares is not less than the prescribed limit.

Specific standards for qualified investors shall be formulated by the the State Council Securities Regulatory Authority.

Article 117 Non-public offering funds shall not raise funds from units or natural persons other than qualified investors, shall not be promoted to unspecified objects, and shall not be conducted in the form of newspapers, radio stations, television stations, the Internet and other public media or lectures, reports, analysis meetings, etc.

Article 118 A fund contract shall be concluded for a non-public offering of funds. The fund contract shall include the following contents:

(1) Rights and obligations of fund share holders, fund managers and fund custodians.

(two) the operation mode and organization form of the fund;

(3) The method, amount and subscription period of the fund;

(4) The investment scope, investment strategy and investment restrictions of the fund.

(5) Principles and implementation methods of fund income distribution;

(six) the relevant expenses borne by the fund;

(7) Contents and methods of providing fund information.

(eight) the reasons and procedures for the change, dissolution and termination of the fund contract;

(9) The liquidation method of the fund property.

(10) Procedures and methods for subscription, redemption or transfer of fund shares.

In addition to the above matters, the fund contract of an unlimited liability fund shall also specify:

(1) Names and domiciles of the person with unlimited liability and other fund share holders.

(2) Procedures for the dissolution and replacement of unlimited liability;

(3) Articles of association, procedures and related responsibilities for the increase and withdrawal of fund share holders;

(4) the conversion procedures of the unlimited liability person and other fund share holders.

Where a fund share holder transfers a fund share, it shall comply with the provisions of Articles 104 and 105 of this Law.

119th after the completion of the non-public offering of funds, the registered fund manager shall file with the the State Council Securities Regulatory Authority or the fund industry association respectively.

Securities investment in non-public offering of fund property includes buying, selling or holding stocks, bonds or other securities and their derivatives as stipulated by the State Council Securities Regulatory Authority.

Article 200 Non-public offering of funds shall be entrusted by the fund custodian, unless otherwise agreed in the fund contract.

Article 201 A fund manager and a fund custodian shall, in accordance with the provisions of the fund contract, provide the fund share holders with information about the fund.

Article 202 The provisions of Article 12, paragraph 1, Article 16, Article 19, Article 20, Article 21, paragraphs 1 to 5, 9 to 11 and Article 22 of this Law shall apply to fund managers of private equity funds.

Article 203 A fund manager who specializes in the management of non-public offering funds may engage in the management of public offering funds with the approval of the the State Council Securities Regulatory Authority, provided that its shareholders, senior managers, operating period and the scale of fund assets under management shall meet the requirements.