1 The qualification examination lawyer shall examine whether the applicant institution is legally established and effectively exists in China. 2 Business scope review lawyers should review whether the business scope recorded in the industrial and commercial registration documents of the applicant institution conforms to the provisions of relevant state 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 The professional management review lawyer shall review whether the applicant institution complies with the professional management principles in Article 22 of the Interim Measures for the Supervision and Administration of Private Equity Funds, and explain whether the main business of the applicant institution is private equity fund management business; 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 equity structure review lawyer shall review the equity structure of the shareholders of the applicant institution. Whether the applicant institution has any overseas shareholders who directly or indirectly control or participate in the shares, if so, please explain whether the overseas shareholders meet the requirements of current laws and regulations and the provisions of China Fund Industry Association after penetration. 5. The lawyer who examines the actual controller shall examine whether the applicant institution has the actual controller; If yes, please explain the identity or industrial and commercial registration information of the actual controller, and the control relationship between the actual controller and the applicant institution, and explain the actual dominant role that the actual controller can play over the institution. 6 Relevance review lawyers shall review 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). If yes, please explain the situation and whether its subsidiaries and related parties have been registered as private fund managers. 7 Examination of Working Conditions of Private Equity Funds Lawyers shall examine whether the applicant institution has the basic facilities and conditions for the operation of enterprises such as employees, business premises and funds. It is required to carry out private equity fund management business. 8. The risk control review lawyer shall review whether the applicant institution has established a risk management and internal control system. Whether corresponding systems have been established according to the type of private equity fund management business to be applied for, including (depending on the specific business type) operational risk control system, information disclosure system, internal transaction record system, investment transaction system to prevent insider trading and conflict of interest, qualified investor risk disclosure system, qualified investor internal audit process and related systems, publicity and promotion of private equity funds, fair trade system and employees (applicable to private equity investment fund business). 9. The lawyer who examines the way of offering shall examine 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 senior management review lawyers review whether the senior management of the applicant institution is qualified for fund practice and whether the post setting of the senior management meets the requirements of China Fund Industry Association. The senior management includes the legal representative, the representative appointed by the managing partner, the general manager, the deputy general manager (if any) and the person in charge of compliance/risk control. 1 1 The illegal review lawyer reviews 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. 12 lawyers who participate in litigation review should review the litigation or arbitration of the applicant institution in the last three years. 13 the filing materials review lawyer shall review whether the registration application materials submitted by the applicant to the China fund industry association are true, accurate and complete. 14 handle other matters that lawyers and law firms think need to explain.
Points and tips that lawyers should pay attention to when issuing legal opinions 1 Legal opinions are divided into two categories: registered legal opinions and special legal opinions on major changes. 2 "Legal Opinion" The signing date of the "Legal Opinion" for the registration of private equity fund managers should be within one month before the private equity fund manager submits the application for registration of private equity fund managers. 3 Supplementary Legal Opinion After the legal opinion is submitted, the private equity fund manager may not modify the application materials for private equity registration submitted by him; If it is really necessary to supplement or correct, with the consent of China Fund Industry Association, the original handling lawyer and law firm will issue a supplementary legal opinion separately. 4. The conclusion of the legal opinion is clear. Legal opinions shall not use vague words such as "basically meeting the requirements". Law firms and handling lawyers shall express reservations on matters that do not conform to relevant laws and regulations and the provisions of China Securities Regulatory Commission and China Fund Industry Association, or that cannot accurately judge their legal nature or legality after due diligence, and explain the corresponding reasons. 5. Effective requirements for legal opinions Legal opinions should be signed by two practicing lawyers, stamped with the seal of the law firm, and dated.