According to the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Pri
According to the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds, the Measures for the Registration of Private Investment Fund Managers and the Filing of Funds (Trial) and other relevant laws and regulations and self-discipline rules, the investment operation of private investment funds should comply with the corresponding regulations, and intermediaries should also conduct verification during the process of verifying the listing of enterprises, and issue verification opinions in relevant materials.
Zhang Xiaojun, spokesperson of the China Securities Regulatory Commission, said at the press conference yesterday that from the perspective of issuance supervision, private equity funds generally have four ways to participate in securities investment: first, private equity funds invest in shares or transfer shares before the initial public offering of enterprises; Second, when the first-time enterprise issues new shares, private equity funds participate in the inquiry and subscription of new shares as offline investors; Third, when listed companies issue equity securities (including common shares, preferred shares, convertible bonds, etc.). In a private way, the issuer's board of directors determines the private equity investment fund as an investor in advance; Fourth, when listed companies issue securities in a non-public way, private equity funds participate in securities issuance as offline subscribers. Sponsors and issuers' lawyers (hereinafter referred to as intermediaries) shall, in the process of conducting securities issuance business, check and express their opinions on whether the above-mentioned investors belong to the private investment funds regulated by the above-mentioned relevant laws and regulations and whether they have fulfilled the filing procedures according to regulations.
Zhang Xiaojun said that for the first and third methods, intermediaries should check whether there are private equity funds among the issuer's shareholders or investors determined in advance, and whether they have gone through the filing procedures as required, and explain the verification objects, verification methods and verification results in the issuance recommendation, issuance recommendation work report, legal opinion and lawyer's work report respectively.
For the second way, the sponsor institution or lead underwriter should disclose the relevant filing requirements of offline investors in the inquiry announcement, conduct verification after the initial inquiry and before the offline subscription, disclose the specific verification results in the issuance announcement before the offline subscription, and explain them in the underwriting summary report; Witness lawyers shall issue verification opinions on investors' filing in special legal opinions.
For the fourth method, the sponsor institution or the lead underwriter should check after receiving the investor's quotation and before sending the payment notice to the investor, and record the relevant information in detail in the compliance report; The issuer's lawyer shall issue verification opinions in the compliance report; The issuance report shall disclose the verification opinions of the intermediary institutions.
Zhang Xiaojun also said that this regulation will be implemented as of the date of promulgation. Enterprises that have been accepted before but have not yet arranged for the trial meeting shall submit special verification documents as soon as possible according to the above requirements; An enterprise that has arranged an audit meeting and passed the audit meeting but has not yet started issuing shall submit supplementary verification documents according to the post-meeting procedures.