Institutions registered as private fund managers in China Asset Management Association (hereinafter referred to as China Fund Association) can raise private funds by themselves, and institutions registered in China Securities Regulatory Commission and having become members of China Fund Association (hereinafter referred to as fund sales organizations) can accept the entrustment of private fund managers to raise private funds. No other institution or individual may engage in fundraising activities of private equity funds.

Fundraising institutions can only publicize the brand, development strategy, investment strategy, management team and senior management information of private equity fund managers and the basic information of registered private equity funds publicized by China Fund Industry Association through legal channels.

02 specific object determination

1, reasonable review obligation

The company shall perform reasonable review obligations for investors who raise funds, including but not limited to:

(1) Ensure that investors make a written commitment to buy private equity funds for themselves; (2) The fund contract stipulates the conditions of transfer.

2. Questionnaire form

A fundraising institution shall establish a scientific and effective investor questionnaire survey and evaluation method to ensure that the results of the questionnaire survey match investors' risk identification ability and risk-taking ability. The main contents of the questionnaire survey shall include but not limited to the following aspects:

(1) Basic information of investors, in which basic information of individual investors includes identity information, age, education, occupation, contact information, etc. The basic information of institutional investors includes the necessary information and contact information for industrial and commercial registration;

(2) Financial status, in which the financial status of individual investors includes information such as financial assets, personal average annual income in the last three years, and the proportion of income that can be used for financial investment; The financial status of institutional investors includes information such as net assets;

(3) Investment knowledge, including financial laws and regulations, investment markets and products, understanding of risks of private equity funds, participation in professional training and other information;

(4) investment experience, including investment period, actual investment product type, number of financial products invested, financial market involved in investment, etc.;

(5) Risk preference, including investment purpose, degree of risk aversion, planned investment period, anxiety state when investment fluctuates, etc.

3, online specific object determination program

(1) Investors shall truthfully fill in their real identity information and contact information;

(2) The fundraising institution shall verify the user's registration information by effective means such as verification code;

(3) Investors read and agree to the network service agreement of the fundraising institution;

(4) Investors read and actively confirm that they comply with the provisions of Chapter III of the Private Placement Measures on qualified investors;

(5) Investors fill in the questionnaire survey of risk identification ability and risk tolerance online;

(6) According to the questionnaire survey and its evaluation method, the fundraising institution confirms the risk identification ability and risk-taking ability of investors online.

03 investor suitability matching

1. A fundraising institution shall establish a scientific and effective investor questionnaire survey and evaluation method to ensure that the results of the questionnaire survey match investors' risk identification ability and risk-taking ability.

2. A fundraising institution shall conduct risk rating on private equity funds by itself or by entrusting a third-party institution, and establish scientific and effective risk rating standards and methods for private equity funds.

A fundraising institution shall, according to the risk types and rating results of private equity funds, recommend private equity funds to investors that match their risk identification ability and risk-taking ability.

04 fund promotion

The fundraising institution shall disclose the information of private equity funds to investors in a reasonable way, reveal the investment risks, and ensure that the relevant contents in the publicity materials are clear and eye-catching.

1, promotional materials

(1) Name and fund type of private equity fund;

(2) Basic information such as the name of the private fund manager, the registration code of the private fund manager and the fund management team;

(3) Public information of private fund managers and private funds of China Fund Industry Association (including relevant credit information);

(4) Private fund custody (if not, it should be marked in bold font) and other service providers (such as law firms, accounting firms, custody institutions, etc.). ), whether to hire an investment consultant, etc. ;

(5) outsourcing of private equity funds;

(6) Overview of investment scope, investment strategy and investment restrictions of private equity funds;

(seven) the matching of private equity fund income and risk;

(eight) the risk disclosure of private equity funds;

(9) Information on the special account for raising and settlement funds of private equity funds and its regulatory agencies;

(10) Major expenses and rates borne by investors, and important rights of investors (such as restrictions, time and requirements for subscription, redemption and transfer, etc.). );

(1 1) Main expenses and rates undertaken by private equity funds;

(12) Contents, methods and frequency of information disclosure of private equity funds;

(13) clearly points out that this document shall not be copied or circulated to third parties;

(14) If the private equity fund is organized as a partnership or a limited liability company, it shall be clearly stated that the access agreement cannot replace the partnership agreement or the articles of association. Explain that according to the provisions of the Partnership Enterprise Law or the Company Law, the partnership agreement and articles of association shall be concluded in writing by all partners and shareholders through consultation. Where an application is made for the establishment of a partnership enterprise or company or the change of partners or shareholders, the registration of establishment and change shall be handled with the enterprise registration authority;

(15) Other contents stipulated by China Fund Association.

2. Non-public media channels

Private equity funds shall not be publicized through the following media channels:

(1) publicly published materials;

(2) Leaflets, notices, manuals, letters and faxes for the public;

(3) Posters and outdoor advertisements;

(four) television, movies, radio and other audio-visual media;

(5) Advertisements and blogs linked to public websites and portals;

(6) Internet media such as official website, WeChat circle of friends, etc., which have not set specific object determination procedures;

(7) lectures, reports and analysis meetings without specific object determination procedures;

(8) Telephone, SMS, email and other communication media without specific object determination procedures;

(9) Other acts prohibited by laws, administrative regulations, provisions of China Securities Regulatory Commission and self-discipline rules of China Fund Industry Association.

3. Prohibited acts

When raising institutions and their employees promote private equity funds, the following acts are prohibited:

(1) Public promotion or disguised public promotion;

(two) false records, misleading statements or major omissions in the recommended materials;

(3) Promise investors that their funds will not be lost in any way, or promise investors a minimum income in any way, including publicizing "expected income", "expected income" and "predicting investment performance";

(4) exaggerating or unilaterally promoting the fund, and illegally using words such as "safety", "guarantee", "commitment", "insurance", "hedging", "capital preservation", "high yield" and "risk-free" which may mislead investors to make risk judgments;

(5) Use phrases such as "want to buy as soon as possible" and "purchase opportunity" to unilaterally emphasize the time limit of centralized marketing;

(6) Publicizing or unilaterally extracting the past overall performance or past fund product performance of less than 6 months;

(7) Publishing words of congratulations, praise or recommendation from individuals, legal persons or other organizations;

(8) Use data sources and methods that are not comparable, fair, accurate and authoritative to compare performance, and arbitrarily use related terms such as "best performance" and "largest scale";

(9) maliciously belittle peers;

(10) Allow non-employees to introduce private equity funds;

(1 1) Recommend private equity funds not established or raised by this institution;

(12) Other acts prohibited by laws, administrative regulations, China Securities Regulatory Commission and China Fund Association.

05 fund risk disclosure

Before investors sign the fund contract, the fundraising institution shall explain the relevant laws and regulations to investors, explain the procedural arrangements such as the cooling-off period of investment, the confirmation of return visit and the relevant rights of investors, focus on revealing the risks of private equity funds, and sign a risk disclosure book with investors.

The contents of the risk disclosure book include but are not limited to:

1. The special risks of private equity funds include the risks involved in the inconsistency between the fund contract and the contract guidelines of China Fund Industry Association, the risks involved in the fund not being managed, the risks involved in entrusted fundraising, the risks involved in outsourcing matters, the risks involved in hiring investment consultants, and the risks involved in not being registered with China Fund Industry Association.

2. The general risks of private equity funds include capital loss risk, fund operation risk, liquidity risk, raising failure risk, investment target risk and tax risk.

3. The investor's confirmation of the important clauses in the Fund Contract concerning the rights and interests of investors item by item, including the rights and obligations of the parties, fees and taxes, dispute settlement methods, etc.

06 QFII confirmation

Qualified investors in private equity funds refer to institutions and individuals who have the corresponding risk identification ability and risk-taking ability, and the investment amount of a single private equity fund is not less than 6,543,800 yuan, and meet the following relevant standards:

(1) Having more than two years' investment experience and meeting one of the following conditions: the family financial net assets are not less than 3 million yuan, the family financial assets are not less than 5 million yuan, or the average annual income in the last three years is not less than 400,000 yuan;

(2) The legal entity with a net asset of not less than 1 10,000 yuan at the end of the recent period;

(three) other circumstances that the financial management department considers qualified investors.

The financial assets mentioned in the preceding paragraph include bank deposits, stocks, bonds, fund shares, asset management plans, bank wealth management products, trust plans, insurance products, futures rights and interests, etc.

07 signing fund contract

1. All parties shall sign a private equity fund contract after completing the confirmation procedure of qualified investors. Investors shall ensure that the sources of investment funds are legal, and shall not illegally collect other people's funds to invest in private equity funds.

2. Investors who raise funds have reasonable review obligations, including but not limited to:

(1) Ensure that investors make a written commitment to buy private equity funds for themselves;

(2) The fund contract stipulates the conditions of transfer.

Step 3 improve the account

The fundraising institution or the responsible party agreed in the relevant contract shall open a special account for the fundraising and settlement of private equity funds, which shall be used to uniformly collect the fundraising and settlement of private equity funds, distribute the income to investors, pay the redemption money, and distribute the remaining fund property after fund liquidation to ensure the return of funds.

The fund-raising institution shall sign an account supervision agreement with the regulatory agency to clarify the control right, division of responsibilities and provisions to ensure the safety of fund transfer of the special account for private fund raising and settlement. The regulatory agency shall, in accordance with the provisions of laws and regulations and the agreement on account supervision, effectively supervise the special account for raising and settlement funds, and bear joint and several responsibilities for ensuring the transfer safety of raising and settlement funds of private equity funds.

Commercial banks, securities companies and other financial institutions that have obtained the qualification of fund sales business can simultaneously serve as raising institutions and regulatory agencies in the process of raising the same private equity fund. Institutions that meet the above conditions should establish a complete firewall system to prevent conflicts of interest.

Institutions that participate in the opening and use of special accounts for private fund raising and settlement funds may not include private fund raising and settlement funds into their own property. It is forbidden for any unit or individual to misappropriate the settlement funds raised by private equity funds in any form. When private fund managers, fund sales organizations, fund sales and payment organizations and fund share registration organizations go bankrupt or liquidate, the settlement funds raised by private funds do not belong to their bankruptcy property or liquidation property.

08 investment cooling-off period

The fund contract shall stipulate that investors shall be given a cooling-off period of not less than 24 hours. During the cooling-off period, the fundraising institution shall not take the initiative to contact investors.

1. The private equity investment fund contract shall stipulate that the investment cooling-off period shall be calculated after the fund contract is signed and the investor pays the subscription funds;

2. The agreement on the cooling-off period of private equity funds such as private equity funds and venture capital funds can refer to the relevant requirements of private equity funds in the preceding paragraph, or it can be agreed by itself.

09 return visit confirmation

The return visit shall include but not limited to the following contents:

(1) Confirm whether the interviewee is an investor or an institution;

(2) Confirm whether the investor has purchased the fund products for himself, and whether the investor has personally signed or sealed them as required;

(3) Confirm that investors have read and understood the contents of the fund contract and risk disclosure;

(4) Confirm whether the investor's risk identification ability and risk-taking ability match the invested private equity fund products;

(five) to confirm whether the investors are aware of the main expenses and rates borne by the investors, the important rights of the investors and the contents, methods and frequency of information disclosure of private equity funds;

(6) Confirm whether investors know that they may bear investment losses in the future;

(7) Confirm whether investors know the start time, period and rights of the cooling-off period;

(8) Confirm whether investors are aware of the dispute settlement arrangements.