How to deal with the latest regulatory requirements for the registration of private fund managers

◆ Private equity fund managers shall file private equity funds in a timely manner according to law.

1. From the date of announcement, the newly registered private equity fund manager shall complete the filing of private equity fund products within 6 months from the date of completing the registration procedures;

2. Since the date of announcement, the private fund manager who has been registered for 12 months and has not filed the first private fund product shall complete the filing of the private fund product before May 20 16;

3. Since the date of the announcement, private fund managers who have been registered for less than 12 months and have not filed the first private fund product shall complete the filing of private fund products before August 20 16.

◆ Private fund managers shall fulfill the obligation to submit information in a timely manner.

1. A registered private equity fund manager shall fulfill the obligation to submit and update quarterly, annual and major information as soon as possible;

note:

(1) Since the date of announcement, in accordance with the Measures for Registration and Fund Filing of Private Equity Fund Managers (Trial) and the relevant regulations of China Fund Association, if the registered private equity fund managers fail to fulfill their obligations of submitting and updating quarterly, annual and major information on time, China Fund Association will suspend accepting the application for filing private equity products of this institution until the private equity fund managers complete the corresponding rectification requirements.

(2) If the private fund manager fails to fulfill the obligation of submitting and updating quarterly, annual and major information on time twice, China Fund Industry Association will list it as an abnormal institution and publicize it through the public platform of private fund managers (). Once the private fund manager is publicized as an abnormal institution, it will take at least 6 months to restore the normal institution publicity status even after the rectification is completed.

2. Publicize the annual report in time according to the Interim Provisions on Enterprise Information Publicity;

note:

(1) Since the date of the announcement, if a registered private equity fund manager is included in the list of enterprises that seriously violate the law in the enterprise credit information publicity system because of violating the relevant provisions of the Provisional Regulations on Enterprise Information Publicity, China Fund Industry Association will suspend accepting the application for filing private equity products of this institution before the private equity fund manager completes the corresponding rectification requirements. At the same time, China Fund Industry Association listed it in the list of abnormal institutions and publicized it through the publicity platform of private fund managers (). Once the private fund manager is publicized as an abnormal institution, it will take at least 6 months to restore the normal institution publicity status even after the rectification is completed.

(2) If the institution newly applying for the registration of private fund managers is included in the list of enterprises seriously violating the law in the enterprise credit information publicity system, China Fund Industry Association will not register it.

◆ Private fund managers shall submit legal opinions on registration/change in time.

1. What are the situations in which private fund managers need legal advice for registration/change and fund filing?

Since the announcement, some major changes have taken place in the newly registered private fund managers, and legal opinions issued by China Law Firm must be submitted through the private fund registration and filing system.

The specific application of the Legal Opinions on Registration of Private Fund Managers is as follows:

(a) since the date of the announcement, new applications for registration of private fund managers shall be submitted as necessary application materials through the private fund registration and filing system. For private fund managers who have submitted their applications before the announcement date but have not yet completed the registration, they shall submit legal opinions on the registration of private fund managers in accordance with the above requirements.

(2) Private fund managers who have registered unregistered private fund products shall issue supplementary legal opinions on the registration of private fund managers in accordance with the above requirements before applying for filing private fund products for the first time.

(3) Private fund managers who have registered and filed private fund products, China Fund Industry Association will require them to supplement the legal opinions on the registration of private fund managers according to specific circumstances.

(4) If a registered private equity fund manager applies to change major matters such as controlling shareholder, actual controller, legal representative and executive partner, or other major matters prudently identified by China Fund Industry Association, it shall submit a special legal opinion on major matters change of private equity fund manager.

2. What matters do private fund managers need to check when registering legal opinions?

According to the Guidelines for the Registration of Legal Opinions of Private Fund Managers, lawyers shall, on the basis of due diligence, give legal opinions on the following matters 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; 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.

(5) Whether the applicant has an actual controller.

(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).

(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.

(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.

(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. When necessary, the applicant institution and its senior management personnel shall issue relevant supporting documents.

(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.

3. How to hire a law firm and prepare to issue a legal opinion?

According to the latest regulatory requirements, private fund managers should have the corresponding standardized business requirements such as risk management and internal control system, so they should hire a law firm with comprehensive fund service capabilities and rich practical experience to help enterprises establish and improve the corresponding fund management system, abide by the internal control system stipulated by laws, regulations and regulatory provisions, and provide good legal services for fund raising, investment management and withdrawal.

(2) After hiring a law firm, it shall provide relevant materials according to the due diligence list issued by the law firm, accept and cooperate with lawyers to carry out due diligence work, make corresponding specifications according to the requirements of lawyers, and issue relevant promises and guarantees.

◆ Private fund managers shall submit audited annual financial reports on time.

According to Article 2 1 of the Measures for the Registration and Filing of Private Equity Fund Managers (Trial), private equity fund managers should fill in the annual financial report audited by accounting firms through the private equity fund registration and filing system before the end of April each year.

note:

(1) If the registered private equity fund manager fails to submit the audited annual financial report as required from the date of this announcement, China Fund Industry Association will suspend the acceptance of the institution's application for filing private equity products until the private equity fund manager completes the corresponding rectification requirements. At the same time, China Fund Industry Association listed it in the list of abnormal institutions and publicized it through the publicity platform of private fund managers (). Once the private fund manager is publicized as an abnormal institution, it will take at least 6 months to restore the normal institution publicity status even after the rectification is completed.

(2) If the institution that newly applied for the registration of private fund managers has been established for one year but has not submitted the audited annual financial report, China Fund Industry Association will not register it.

◆ Obtain the qualification of private fund manager as soon as possible.

All kinds of private fund managers engaged in private securities investment fund business, and their senior managers (including legal representative, managing partner (appointed representative), general manager, deputy general manager, compliance/risk control person in charge, etc.). ) should obtain the qualification of fund practice.

All kinds of private fund managers engaged in non-private securities investment fund business shall have at least two senior executives who have obtained the qualification of fund practice, and their legal representatives \ executive partners (appointed representatives) and compliance \ risk control leaders have 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. China Fund Industry Association will continue to publicize the fund qualification of the relevant senior executives of the institution on the publicity platform of private fund managers ().

Note: Fund qualification can be obtained in the following four ways:

(1) passed the qualification examination of the fund. 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 relevant qualifications. 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.

Senior managers of private fund managers who intend to obtain the qualification of fund practice through the identification methods in the above situations (1) and (2) shall also pass the examination of fund laws and regulations, professional ethics and business norms in the fund qualification examination before they can be recognized as qualified for 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.