Regulators

CBRC

CSRC

Main legal basis/

self-discipline rules

Measures for the Administration of the Use of Insurance Funds, Interim Measures for the Investment of Insurance Funds in Equity, Notice of the CIRC on Matters Relating to the Establishment of Insurance Private Funds, Notice on Matters Relating to the Registration of Asset Support Plans and Insurance Private Funds, Guidelines for the Administration of Insurance Private Funds No. 1: Specifications for Fund Registration Materials, Guidelines for the Administration of Insurance Private Funds No. 2: Specifications for the Submission of Fund Duration Information

Securities Investment Fund Law, Interim Measures for the Supervision and Administration of Private Investment Funds, Measures for the Administration of Appropriateness of Securities and Futures Investors, Interim Provisions on the Operation and Administration of Private Asset Management Business of Securities and Futures Operating Institutions, Measures for the Registration and Fund Filing of Private Investment Fund Managers (for Trial Implementation), Announcement on Further Regulating Several Matters Concerning the Registration of Private Fund Managers Guidelines for Private Investment Fund Contracts, Measures for the Administration of Private Investment Fund Raising, Measures for the Administration of Private Investment Fund Information Disclosure, Rules for the Administration of Private Asset Management Plan Filing of Securities and Futures Operating Institutions No. 1-4, Guidelines for the Naming of Private Investment Funds, Answers to Questions Relating to the Registration and Filing of Private Investment Funds, List of Filing Application Materials for Private Investment Funds (Non securities) Key Points for Filing of Private Equity and Venture Capital Funds

Registration/Filing Authority

Apply for registration with China Insurance Asset Management Association

Apply to China Securities Investment Fund Association for filing

Registration/filing materials

1. Main report: registration application report; Compliance Statement;

2. Self inspection documents of registration materials: Self inspection form of key elements; Self inspection form of compliance;

3. Fund Manager's Documents: Manager's Establishment Plan (only provided by the first fund); Fund establishment and investment management plan;

4. Legal documents: Fund contract (draft); Entrusted management agreement (draft if applicable);

5. Professional organization documents: legal opinion;

6. Sales documents: prospectus;

7. Attachment: Qualification documents and explanatory materials (if applicable)

1. Filing commitment letter;

2. Plan specification/prospectus/promotion materials (seal);

3. Fund Sales Agreement (seal);

4. Private fund contract/partnership agreement/articles of association (original and word version);

5. Custody agreement (if any);

6. Electronic contract service agreement (if any);

7. Risk Disclosure Statement;

8. Product structure diagram;

9. Certificate of paid in capital contribution and certificate of establishment date of the fund;

10. Questionnaire survey on risks of private investment fund investors;

11. Screenshot of industrial and commercial publicity information of the Fund;

12. Entrusted management agreement (if any);

13. Supervision Agreement on Special Account for Raising and Settlement Funds or relevant supporting documents;

14. Certification documents of the manager's staff;

15. Outsourcing service agreement (seal) (if any);

16. Certificate of cross-border investment license (if applicable);

17. Documentary evidence of the association between the General Partner and the Manager (if applicable);

18. Government guidance fund approval (if applicable);

19. Other documents and issues to be explained by the manager.

Fund Sponsor/Manager

For insurance funds to establish private equity funds, the initiator shall be a subordinate institution of the insurance asset management institution, which is mainly responsible for initiating the establishment of private equity funds, determining fund managers, safeguarding the interests of investors and assuming legal liabilities. It is the carrier of investment business through private equity funds.

The fund manager can be the sponsor, or the insurance asset management institution or other subordinate institutions of the insurance asset management institution designated by the sponsor. It is mainly responsible for fund raising, investment management, information disclosure, fund exit and other matters. It is the investment management institution of private funds.

If there is no fund promoter, the fund manager shall be responsible for initiating the establishment of the fund, fund raising, investment management, information disclosure, fund withdrawal and other matters.

Fund type

Growth fund, M&A fund, emerging strategic industry fund, mezzanine fund, real estate fund, venture capital fund and master fund with the above funds as the main investment objects

Private equity/venture capital funds and corresponding FOF funds

Fund raising

Fund investors shall not include individual investors

Individual and institutional investors who comply with the relevant provisions of the Interim Measures for the Supervision and Administration of Private Investment Funds on Qualified Investors

Scope of investment

The scope of investment shall be industries and fields supported by the state, including but not limited to major infrastructure, shantytown reconstruction, new urbanization and other livelihood projects and major national projects; Scientific and technological enterprises, small and micro enterprises

Industries, strategic emerging industries and other key enterprises or industries supported by the state; Pension services, health care services, security services, Internet financial services and other industries or formats that conform to the extension direction of the insurance industry chain, as well as other fields that the CBRC allows private insurance funds to invest.

Private venture capital fund: a fund that mainly makes equity investments in unlisted growth enterprises at various stages of entrepreneurship (listed enterprises on the NEEQ are regarded as unlisted enterprises); For the so-called "growth fund" in the market, if it does not involve the directional additional stock investment of listed companies in Shanghai and Shenzhen Stock Exchanges, it shall be filed as a venture capital fund; If the private placement of listed companies is involved, it shall be filed in accordance with the "private equity investment fund of listed companies".

Venture capital FOF: mainly invested in venture capital private equity funds, trust plans, asset management of securities firms, special fund accounts and other asset management plans.

Private equity fund: except for venture capital fund, it mainly invests in enterprise equity that is not publicly traded.

Equity FOF: mainly invested in equity private funds, trust plans, asset management of securities firms, special fund accounts and other asset management plans.

Project reserve

The expected investment scale of the reserve project that has been completed should cover at least 20% of the proposed fund raising scale

No specific requirements

Related transactions

If the investment business involves related party transactions, it shall be approved by more than 2/3 of the voting rights of non related parties in the decision-making body, and the investment advisory committee can implement without objection. The investment scale shall not exceed 50% of the fund raising scale

There are no uniform mandatory provisions. However, an effective risk control mechanism for connected transactions should be established; It is not allowed to conceal the related relationship or disassociate the related transactions, and it is not allowed to use the property of private investment funds to transfer interests, insider trading, market manipulation and other illegal activities with related parties; The fund contract shall clearly stipulate the arrangements for prior and interim information disclosure involving connected transactions, as well as special decision-making mechanisms and avoidance arrangements for connected transactions

Fund custody

Mandatory trusteeship, and a trusteeship mechanism should be established, and the trusteeship institution [1] should meet the specified conditions

Contractual funds and funds indirectly investing in underlying assets through companies, partnerships and other special purpose vehicles must be entrusted

Portfolio investment

No specific requirements

Encourage private investment funds to make portfolio investment. It is recommended that the proportion of private investment fund's investment in a single asset management product or project in the total subscribed capital contribution of the fund be clearly agreed in the fund contract

Duration

No specific requirements

The agreed duration of the private equity investment fund shall be no less than 5 years. Managers are encouraged to establish private equity investment funds with a duration of 7 years or more

Conflict of Interest

The fund contract should clearly stipulate the governance mechanism of conflict of interest (decision-making and disclosure mechanism), but there is no uniform mandatory provision

Before the established private equity investment fund has completed the investment of 70% of the subscribed scale (including reasonable reservation for fund tax payment), the manager shall not set up a new fund with substantially the same investment strategy, investment scope and investment stage as the aforementioned fund, unless it is unanimously agreed by all investors or approved by the decision-making mechanism of all investors

Information disclosure

The Fund Manager shall submit a report on the raising and issuance of private insurance funds within 5 working days after the signing of each agreement and a report on the establishment of the fund within 10 working days after the completion of the industrial and commercial registration procedures. In case of any element change before the establishment of the fund, the element change report shall be submitted. If the fund manager initiates the establishment of the first fund, the establishment report of the manager shall also be submitted

No requirement

Periodic report: monthly report, quarterly report and annual report (annual report shall be attached with audited financial report)

Regular report: semi annual report and annual report, and quarterly report disclosure is encouraged

Two interim reports:

(1) Information change report; And,

(2) Occurrence of abnormal, major, unexpected and other risk events, or other major events that can affect the rights and interests of investors

Interim report on major events: major events listed in Article 18 of the Administrative Measures for Information Disclosure of Private Investment Funds and other major events agreed in the fund contract that affect the interests of investors