Securities investment fund law

Core: Legal Relationship of Contractual Fund

Focus: the obligations of the administrator and the custodian and the rights of the holder.

Six rules

I. Interim Measures for the Supervision and Administration of Private Investment Funds

1 ... clarify that the investment scope of private equity funds "includes buying and selling stocks, equity, bonds, futures, options, fund shares and other investment targets agreed in investment contracts".

2. Require all kinds of private fund managers to apply for registration and submit basic information to the fund industry association in accordance with the relevant provisions of the fund industry association.

3. It is clear that private equity funds should be raised from qualified investors, and the cumulative number of investors in a single private equity fund shall not exceed the specific number stipulated by law.

Two. Measures for the registration of private investment fund managers and fund filing

Private equity funds shall raise funds from investors in a private way, and shall not raise funds publicly or in disguised form:

1 ... Strictly limit the number of investors: the cumulative number of investors in a single private equity fund shall not exceed the specific number stipulated by the Securities Investment Fund Law, the Company Law, the Partnership Enterprise Law and other laws. There are no more than 50 fund investors of partnership type and limited company type, and no more than 200 fund investors of contract type and joint-stock company type;

2. Strictly restrict the way of raising funds: it is not allowed to publicize and promote to unspecified objects through public media such as newspapers, radio, television and the Internet, or lectures, reports, analysis meetings and notices, leaflets, short messages, WeChat, blogs and emails.

Private equity funds shall not raise funds from entities other than qualified investors:

1 ... private equity fund qualified investors refer to units and individuals with corresponding risk identification ability and risk-taking ability, and the investment amount of a single private equity fund is not less than 1 10,000 yuan and meets the following relevant standards: units with net assets not less than 1 10,000 yuan; Individuals whose financial assets are not less than 3 million yuan or whose average annual income in the last three years is not less than 500,000 yuan;

2 social security funds, enterprise annuities and other pension funds, charitable funds and other social welfare funds; Investment plans established according to law and filed with fund industry associations; Private fund managers and their employees who invest in the private funds they manage; Other investors specified by China Securities Regulatory Commission are regarded as qualified investors.

3. In the form of partnership, contract and other unincorporated persons, if the funds of most investors are pooled to directly or indirectly invest in private equity funds, the private equity fund manager or private equity fund sales organization shall thoroughly check whether the final investor is a qualified investor and calculate the number of investors in a consolidated way.

Private fund managers and private fund raising institutions shall not promise investors that the investment principal will not be lost or promise the minimum income.

Three. Guidelines for internal control of private fund managers

1 ... Private fund managers should establish and improve the property separation system, and private fund property and private fund manager's inherent property, different private fund property, private fund property and other property should operate independently and be accounted for separately.

2. Private fund managers should follow the principle of professional operation, have a clear main business, and may not run other businesses that have nothing to do with private fund management or have conflicts of interest.

3. The organizational structure of private fund managers should embody the principle of clear responsibilities and mutual restraint, establish the necessary firewall system and business isolation system, and each department has a reasonable and clear division of labor and operates independently.

Four. Measures for the administration of information disclosure of private investment funds

1. According to the characteristics of different types of private equity funds, formulate corresponding disclosure content and format guidelines.

2. The information disclosure obligor shall disclose information to investors in accordance with the provisions of the fund industry association and the provisions of the fund contract, articles of association or partnership agreement (collectively referred to as "fund establishment documents").

3. The information disclosure obligor may disclose information to investors through letters, faxes, e-mails, official websites or third-party service organizations, and shall also submit information through the backup platform for information disclosure of private equity funds.

Verb (abbreviation of verb) Measures for the administration of private investment fund raising behavior

1. Restrict the legitimate fundraisers of private equity funds.

2. Establish the ultimate fundraising responsibility of private fund managers.

3. Make it clear that the important contents of the fund sales agreement need to be attached to the fund contract.

4. Split transfer is prohibited.

5. Clarify the fundraising process of private equity funds.

6. Increase the investigation procedures for specific objects.

Intransitive Verb Guidelines for Private Investment Fund Contracts

1. The Guidelines on Contract Content and Format of Contractual Private Equity Funds are applicable to contractual funds, that is, private equity funds are established in the form of contracts without legal personality, and fund managers, investors and other fund participants exercise corresponding rights and assume corresponding obligations and responsibilities according to the contracts.

2. The Guidelines for Necessary Clauses of the Articles of Association apply to corporate funds, that is, investors form an independent corporate legal person through capital contribution in accordance with the Company Law, which is managed by the company itself or entrusted by a special fund manager. Investors are not only fund share holders, but also shareholders of fund companies, and exercise corresponding rights and assume corresponding obligations and responsibilities in accordance with the articles of association.

3. The Guidelines for Necessary Clauses of Partnership Agreement are applicable to partnership funds, that is, investors set up investment fund limited partnership enterprises according to the Partnership Enterprise Law, and the general partner is jointly and severally liable for the debts of the partnership enterprise, and the fund manager is specifically responsible for the investment operation (the general partner can be the fund manager himself or entrust a professional institution as the trustee to be specifically responsible for the investment operation).