On February 1, the "Guidelines for Internal Control of Private Equity Fund Managers" was issued and implemented, which set off a wave of rectification of private equity institutions.
Key points:
1. Compared with the exposure draft, a new item has been added to the official guidelines for internal control of private placement: "Private placement fund managers should follow the principle of professional operation, have clear main business, and may not engage in other businesses unrelated to private placement fund management or having conflicts of interest". Emphasize the professionalism of private equity fund companies. For example, you can't engage in both fund management business and P2P industry or platform business. 2. Public offering in disguised form is not allowed. The Guidelines emphasize that private fund managers who raise private funds by themselves should set up effective mechanisms to effectively ensure the safety of raising and settlement funds; Private equity fund managers should establish a system of appropriateness of qualified investors. Where a private fund manager entrusts to raise funds, it shall entrust an institution that has obtained the qualification of fund sales business of China Securities Regulatory Commission and become a member of China Fund Industry Association to raise private funds, and formulate a selection system for raising institutions to effectively ensure the safety of raising and clearing funds; Ensure that private equity funds raise funds from qualified investors and make public offerings in disguise.
3. Emphasize that "private fund managers should have at least two senior managers". The Guidelines have stricter requirements for senior managers. The senior managers of private equity funds generally have the qualification requirements for fund practice, and limit the number of senior managers to more than two, thus ensuring the management ability of private equity fund companies in human resources.
On February 4th, the Administrative Measures on Information Disclosure of Private Investment Funds was issued.
Key points:
1. The Measures only require private equity funds to disclose to investors at least once every quarter. For quarterly reports, the method requires that the net value of the fund, main financial indicators, investment portfolio and other information be disclosed to investors within 10 working days after the end of each quarter.
For the annual disclosure, it is required to disclose the net fund value and total fund share at the end of the reporting period, the financial status of the fund, the investment operation and leverage of the fund, the investor account information, the investment income distribution and loss bearing obtained by the fund manager, the management fee and performance remuneration and other information agreed in the fund contract within 4 months after the end of each year.
The fund industry association believes that this embodies the principle of "public offering and private placement, equity and securities are different".
2. The Measures stipulate that the past performance and operation of private equity funds will be based on the data submitted by private equity fund managers to the private equity fund information disclosure backup platform, which is of great significance for private equity fund managers to provide credible performance records in the future.
On February 5th, the Announcement on Further Regulating the Registration of Private Fund Managers was issued and implemented on the same day.
Key points:
1. The regulatory authorities have successively issued new regulations such as Guidelines for Internal Control of Private Equity Fund Managers and Announcement on Further Regulating the Registration of Private Equity Fund Managers. In fact, it is to formulate and improve the self-discipline rules of the industry, punish those who violate the self-discipline rules, and even remove the unqualified ones from the market, so as to ensure that private equity funds faithfully perform their fiduciary duties and create a better environment for registration and filing.
2. The free and healthy development of private equity market must be based on fairness and self-discipline. Only by strictly observing the self-discipline criteria and strictly implementing the system requirements of publicity, promotion and return visit of private equity funds can it be called "seller's responsibility" and "buyer's responsibility". In this sense, the new registration and filing standards are timely, reasonable and effective, allowing the cancellation of "empty shell" private placement and "pseudo-private placement", but it has not affected the number of fund products, the paid-in scale and the development of private fund employees. In fact, the rationalization of private equity fund registration and filing is a good move, which is commendable. On April/0/5, 2005, the Measures for the Administration of Offering Behavior of Private Investment Funds was issued, which came into effect on July/0/5, 2005.
Key points:
The Measures for the Administration of Raising Behavior of Private Investment Funds has clarified three important issues.
1. Two types of private fund raising institutions are defined, namely, private fund managers registered with China Fund Industry Association raise private funds themselves, and fund sales institutions that have obtained the qualification of fund sales business in China Securities Regulatory Commission and become members of China Fund Industry Association are entrusted to raise private funds.
2. It is clear that the fundraising institution should bear the responsibility of screening and identifying qualified investors.
3. Introduce the fund account supervision institution, and make it clear that the fund-raising institution shall sign a supervision agreement with the supervision institution to supervise the special account for raised funds to ensure that the funds are not misappropriated by the fund-raising institution and returned in the original way.
For the first time, the Measures for Raising Funds systematically established a set of professional and operational industry standards and business norms suitable for the development stage of China's private equity fund industry and the differentiated characteristics of various funds, involving the raising subject, raising procedures, account supervision, information disclosure, qualified investor confirmation, risk disclosure, cooling-off period, return visit confirmation, legal responsibilities of raising institutions and personnel, etc.
On the evening of April 18, the Guidelines for Private Investment Fund Contracts were released and came into effect on July 15.
Key points:
1, set up a special account to protect the safety of investors' funds. This clause can largely protect the independence and security of investors' funds. It is necessary to open a special account and establish a supervision agreement for supervision.
2. Emphasize the disclosure obligation of private placement products and sign the risk disclosure book. The guide emphasizes the necessity of signing a risk disclosure statement. After all, private equity products are too risky. Don't just see the beauty of their high returns, which corresponds to high risks. Investors who don't know the risks need to be cautious when signing contracts.
3. Emphasize the shareholders' meeting to protect the rights and interests of investors. This puts the rights of investors in a more important position, which can be decided by the holders' meeting, and fully protects the rights and interests of investors.
4. The custodian should also sign a contract and be responsible to the investor. Under this arrangement, the custodian, as a party to the contract, also needs to bear the corresponding responsibilities to the investors of the fund, which is very different from the fact that the manager entrusts the custodian and the custodian bears the responsibilities directly to the manager.
Private placement, big or small, should be standardized. By screening standardized institutions, raising funds from qualified investors and then investing in the capital market, this is the standardized private equity market. With the publication of these documents, the big wave of private placement began.