In the process of registration of fund filing projects, it is necessary to ensure that the following contents meet the requirements. Only by meeting the following conditions can we file through the association more efficiently.
(1) The registered address and actual business place of the company
1. The fund industry association allows the actual business premises of private equity institutions to be inconsistent with the registered address, but it should fully explain the rationality of the division;
2. The office space should be independent, and the appearance photos and front desk photos of the office building should be uploaded to the fund industry association.
(2) The business scope and main business of the enterprise
1. The name and business scope of the applicant institution shall include the words "fund management", "investment management", "asset management", "equity investment" and "venture capital";
2. If the convention and exhibition industry has been actually carried out before the application, it shall explain the specific situation of the convention and exhibition industry, especially the risks that may affect the future convention and exhibition industry;
3. If there is investment with its own funds, it shall ensure that the private equity fund property and the private equity fund manager's own property operate independently and be accounted for separately;
4. It shall follow the principle of specialized operation, and its main business shall be clear, and it shall not concurrently engage in other businesses that have nothing to do with private equity fund management or have conflicts of interest.
(III) Paid-in amount of registered capital of the company
The paid-in proportion shall not be less than 25% of the total registered capital, and the proposed paid-in capital contribution shall be greater than the applicant's daily operating expenses such as labor wages and rent for six months.
(4) investors and actual controllers of the enterprise
1. Investors should not engage in activities that may conflict with private equity business at the same time;
2. Investors and actual controllers shall not be asset management products;
3. Investors shall contribute capital in monetary property;
4. The investor shall ensure that the source of funds is true and legal, and is not dominated by any third party;
5. The applicant shall ensure that the ownership structure is clear and there is no holding situation;
6. The investor shall have the capital contribution capacity matching the capital contribution subscribed by him, and provide corresponding certification materials;
7. There should be no excessive ownership structure, revolving capital contribution and cross-shareholding;
8. The stability of equity should be ensured. Where there is a change of equity within one year before the application for registration, the applicant shall explain in detail the reasons for the change.
(5) Senior management personnel
1. Obtain the qualification of fund practice;
2. Sign a labor contract with the employment agency, and the social security shall be paid by the employment agency;
3. The senior management responsible for private equity compliance/risk control shall independently perform the functions of supervision, inspection, evaluation, reporting and suggestion of internal control, and bear relevant responsibilities for the failure of internal control caused by dereliction of duty;
4. The senior management responsible for investment of the applicant institution shall have the corresponding investment ability;
5. Except the legal representative, other senior managers of private equity fund managers shall not hold part-time jobs in principle; If you have a part-time job, you should provide relevant certification materials on the rationality of the part-time job (including but not limited to the rationality and competence of the part-time job, how to treat customers fairly, whether it violates the non-competition regulations, etc.). ), and the number of part-time executives is not higher than 65,438+0/2 of the total number of senior executives of the applicant institution;
6. Private fund managers and part-time executives should allocate their work energy reasonably;
7. The Association will focus on the reasons for the change and the integrity of private placement executives who have changed their employment agencies more than twice in one year.
(6) Other employees
1. The total number of employees of the applicant institution shall not be less than 5, and the general employees of the applicant institution shall not work part-time;
2. Employees shall abide by the principle of non-competition and shall not engage in activities that may have conflicts of interest with private equity business at the same time;
3. A labor contract shall be signed with the applicant, and the social security shall be paid by the applicant.
(7) Related parties of the enterprise.
1. Basic industrial and commercial registration information of related party subsidiaries (financial institutions holding more than 5% shares, listed companies holding more than 20% shares and other enterprises), branches and other related parties (financial institutions controlled by the same controlling shareholder/actual controller, private fund managers, investment enterprises, conflict business enterprises, investment consulting and financial services enterprises, etc.). ), the business development of relevant institutions and whether relevant institutions have
2. If the related party has a private equity fund manager, the applicant institution shall submit the application for registration of the private equity fund manager of the applicant institution after the private equity fund manager of the related party actually conducts business and completes the filing of the first private equity fund;
3. Related parties engage in private equity fund business but are not registered as private equity fund managers. The applicant institution shall first register the private equity fund manager of its related party;
4. If there are new applicants under the same actual controller, it shall explain the purpose and rationality of setting up multiple private fund managers, the differences in business direction, how to avoid horizontal competition and other issues; The actual controller and the registered associated private equity fund manager controlled by it shall make a written commitment to bear corresponding joint liability for compliance and self-discipline consequences if the new applicant institution violates laws and regulations in the exhibition industry; The largest shareholder and actual controller of the applicant institution shall make a written commitment to continue to hold the equity of the applicant institution or actually control it for not less than three years after completing the registration of private fund managers.
(8) Internal control mechanism and financial status
1. The applicant institution shall establish and improve the internal control mechanism, clarify the internal control responsibilities, improve the internal control measures, strengthen the internal control guarantee, and continuously carry out internal control evaluation and supervision;
2. A sound financial system should be established;
3. When the applicant submits the application for private placement registration, there shall be no outstanding debts due, high proportion of assets and liabilities, large contingent liabilities and other circumstances that may affect the normal operation of the institution;
4. If the applicant has capital exchanges with related parties, it shall ensure that the capital exchanges are true and reasonable;
5. If there is investment with its own funds, it shall ensure that the private equity fund property and the private equity fund manager's own property operate independently and be accounted for separately.
(nine) products that need to be filed.
A list of fund product elements to be filed and its operation instructions shall be provided. Among them, it should be pointed out that:
1. The fund name shall not express or imply that the investment activities of the fund will not suffer losses or promise a minimum return, and shall not contain such terms as "safety", "insurance", "hedging", "capital preservation" and "stable win" that may mislead or confuse investors' judgment, and shall not illegally use such expressions as "high return" and "risk-free" that do not match the risk-return characteristics of private investment funds;
2. The name of the fund shall not contain false records or misleading statements, nor shall it predict the investment performance, nor shall it use words such as "the best performance", "the largest scale", "among the best", "the strongest" and "500 times" to exaggerate or mislead the fund performance without providing objective evidence;
3. Without legal authorization, the names of celebrities, well-known institutions or trade names shall not be illegally used in the names of private investment funds;
4. The fund name shall not use the same or similar words that are easily confused with asset management products issued by financial institutions, such as "asset management plan", "trust plan", "special account" and "wealth management products";
5. The name of the fund shall contain words reflecting the business category of the fund, and be consistent with the investment scope, investment direction and risk-return characteristics of the fund as stipulated in the fund contract, partnership agreement or articles of association;
6. The names of private equity investment funds can be "stock investment", "mixed investment", "fixed income investment", "futures investment" or other words that reflect the characteristics of specific investment fields. If it cannot reflect the characteristics of specific investment fields, the words "securities investment" should be used;
7. The names of private equity investment funds can use words that reflect the characteristics of specific investment fields, such as "venture capital", "merger investment" and "infrastructure investment". If the characteristics of specific investment fields cannot be reflected, the words "equity investment" should be used;
8. The name of a contractual private investment fund shall include the words "private placement" and "fund" to avoid confusion with publicly offered investment funds, and shall be concise and clear, and list the full name of the private investment fund manager or the abbreviation that can clearly represent the name of the private investment fund manager; If there is a hierarchical arrangement, it should contain the words "hierarchical" or "structured";
9. The same private equity fund manager manages a series of contractual private equity funds with the same strategy. In principle, continuous Chinese uppercase and lowercase letters, Arabic numerals or letters should be used to distinguish the series names of private equity funds.
(10) Stability of organizational structure and management team
The institution applying for registration shall ensure the stability of its organizational structure and management team, and promise that there will be no major changes in its legal representative, controlling shareholder or actual controller before the filing of the first fund product; Senior management personnel such as the general manager and the person in charge of compliance risk control shall not be replaced at will.
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