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Content

Main preparation basis [1]

Brief interpretation

1

In order to regulate the business of private equity investment funds (hereinafter referred to as private equity funds), protect the legitimate rights and interests of investors, and promote the healthy development of the private equity fund industry, these Measures are formulated in accordance with the Securities Investment Fund Law of the People's Republic of China, the Interim Measures for the Supervision and Administration of Private Equity Investment Funds and other laws, administrative regulations, and the provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC).

Measures for Registration of Private Investment Fund Managers and Fund Filing (Trial)

Article 1 In order to regulate the private equity investment fund business, protect the legitimate rights and interests of investors, and promote the healthy development of the private equity investment fund industry, these Measures are formulated in accordance with the Securities Investment Fund Law, the Notice of the Central Compilation Office on the Division of Responsibilities for Private Equity Fund Management and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC).

Compared with the pilot measures, this article has added the Interim Measures for the Supervision and Administration of Private Investment Funds (the "Interim Measures") to the formulation basis.

2

Within the territory of the People's Republic of China, these measures are applicable to the establishment of investment funds by raising funds in a non-public manner, which are managed by the private placement fund manager and carry out investment activities for the benefit of fund unit holders.

These Measures are applicable to the private fund business activities of companies or partnerships that are established for the purpose of conducting investment activities and whose assets are managed by private fund managers or general partners.

Interim Measures for the Supervision and Administration of Private Investment Funds

Article 2 The private investment fund (hereinafter referred to as private fund) mentioned in these Measures refers to the investment fund established by raising funds from investors in a non-public manner within the territory of the People's Republic of China.

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These Measures are applicable to the registration and filing, fund raising and investment operation of companies or partnerships established for the purpose of conducting investment activities and whose assets are managed by fund managers or general partners.

This article is an optimization of the relevant provisions of the Interim Measures. The new regulations regulate all business activities of private equity funds, including all activities in the whole life cycle of private equity funds' "raising, investment, management and withdrawal", rather than just the "registration and filing, fund raising and investment operation" of private equity funds. In addition, the new regulations follow the regulatory logic of contractual funds, and the legal conflicts arising from the operation of equity investment funds with partnership as the main body (especially the handling of investor relations) should not be underestimated.

3

Private placement fund activities shall follow the principles of voluntariness, fairness, honesty and credibility, safeguard the legitimate rights and interests of investors, and shall not damage the national interests, social and public interests and the legitimate rights and interests of others.

Private equity fund managers, private equity fund custodians and private equity fund service institutions engaged in private equity fund business activities should follow the principle of investors' interests first, scrupulously perform their duties, fulfill the obligations of honesty, credibility, prudence and diligence, and prevent interest transmission and conflict of interest.

Private placement fund practitioners shall abide by laws, administrative regulations and relevant provisions, abide by professional ethics and codes of conduct, and have the professional ability required to engage in fund business.

Interim Measures for the Supervision and Administration of Private Investment Funds

Article 3 The private placement fund business shall follow the principles of voluntariness, fairness, honesty and credibility, safeguard the legitimate rights and interests of investors, and shall not harm the national interests and social public interests.

Article 4 Private placement fund managers and institutions engaged in private placement fund custody business (hereinafter referred to as private placement fund custodians) shall manage and use private placement fund assets, and institutions engaged in private placement fund sales business (hereinafter referred to as private placement fund sales institutions) and other private placement service institutions engaged in private placement fund service activities shall abide by their duties and fulfill the obligations of honesty, credibility, prudence and diligence.

Private fund practitioners shall abide by laws and administrative regulations, and abide by professional ethics and codes of conduct.

Article 23 Private placement fund managers, private placement fund custodians, private placement fund sales agencies and other private placement service agencies and their practitioners shall not engage in the following acts when engaging in private placement fund business:

（3） Take advantage of the fund property or position to seek benefits for himself or others other than investors, and carry out benefit transmission; ¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­¡­

Administrative Measures for Members of China Securities Investment Fund Association

Article 37 Members and practitioners engaged in investment fund management business shall not have the following behaviors:

... (II) Failing to adhere to the principle of giving priority to the interests of investors and putting their own interests above the interests of investors

Guidelines for the Implementation of Investor Suitability Management of Fund Raising Institutions (for Trial Implementation)

Article 6 The fund raising institution shall follow the following guiding principles in the process of implementing investor appropriateness:

（1） The principle of giving priority to the interests of investors

Several Provisions on Strengthening the Supervision of Private Investment Funds ("Regulatory Provisions")

Article 9 Private fund managers and their employees engaged in private fund business shall not commit the following acts:

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（9） Take advantage of the property or position of private equity funds to seek illegal benefits and transfer benefits for themselves or others other than investors in the name of collecting consulting fees, handling fees and financial advisory fees from private equity funds, private equity fund investment objects and their related parties

Article 11 The private fund manager shall not engage in investment activities such as related party transactions that damage the private fund property or the interests of investors... If the private fund property is used for transactions with related parties, the private fund manager shall... prevent conflicts of interest

Instructions for Registration of Private Fund Managers ("Instructions for Registration of Managers")

III/(V) [Professional competence]... The staff engaged in the private fund management business shall have professional ethics and professional competence appropriate to the post requirements. The senior executives responsible for private placement compliance/risk control shall independently perform the functions of supervision, inspection, evaluation, report and recommendation of internal control, and shall bear the relevant responsibilities for major losses caused by the failure of internal control due to dereliction of duty. The senior executives of the applicant institution responsible for investment shall have the corresponding investment ability.

IV/(III) [Professional operation]... Private fund managers... shall not concurrently engage in other businesses with conflicts of interest with private funds.

Instructions for Private Investment Fund Filing ("Instructions for Fund Filing")

5、 Transition period and other arrangements

... The manager should... adhere to the priority of investors' interests, and investors should "enjoy the profits and bear the risks", and achieve "the seller is responsible and the buyer is responsible"

Compared with previous provisions, this article:

1. Emphasizing that private fund activities "shall not harm the legitimate rights and interests of others", reflecting the idea that the Association pays attention to protecting the interests of investors and relevant subjects;

2. In addition to complying with laws and administrative regulations, private fund practitioners are required to comply with "relevant regulations". We understand that "relevant regulations" refer to the self-regulatory rules of the Association. In recent years, the Association, as the self-regulatory organization of the private fund industry, has formulated a series of rules and guidelines for the private fund industry under the guidance of the CSRC, It plays an important role in regulating the business activities of all relevant entities in the private equity industry.

4

The private fund manager shall, in accordance with the regulations, go through the registration and filing procedures with the China Securities Investment Fund Association (hereinafter referred to as the Association) and continue to submit relevant information.

The private fund manager shall be honest and trustworthy, ensure that the information and materials submitted are true, accurate and complete, and shall not contain false records, misleading statements or major omissions.

The Association handles registration and filing in accordance with the principles of legal compliance, openness, transparency, convenience and efficiency, and conducts penetrating verification on private fund managers and private funds managed by them.

Instructions for Private Investment Fund Filing

...... Please continue to fulfill the obligation of submitting the operation information of private investment funds to the Association

Measures for Registration of Private Investment Fund Managers and Fund Filing (Trial)

Article 4 The private fund manager shall provide the documents and information required for the registration and filing of the private fund to ensure the authenticity, accuracy and completeness of the documents and information provided.

Article 5 A private fund manager shall go through the registration procedures for fund managers with the fund industry association and apply to become a member of the fund industry association.

Several Provisions on Strengthening the Supervision of Private Investment Funds

Article 7 The cumulative number of investors in private placement funds shall not exceed the specific number prescribed by the Securities Investment Fund Law, the Company Law, the Partnership Law and other laws. Where an investor transfers fund units, the transferee shall be a qualified investor and the number of investors after the transfer of fund units shall comply with the provisions of this Article. The asset management products, qualified foreign institutional investors, and RMB qualified foreign institutional investors issued by the institutions supervised by the financial supervision and regulation department of the State Council according to law are regarded as qualified investors as stipulated in Article 13 of the Private Placement Measures, and will no longer penetrate the final investors.

Instructions for Registration of Private Fund Managers

1、 General requirements of the applicant

（1） [General Requirements] All materials and information (including information filled in by the asset management business comprehensive reporting platform, hereinafter referred to as AMBERS system) provided by the applicant institution in the application for registration of private fund managers, fund filing and continuous information update shall be true, accurate and complete, without any false records, misleading statements or major omissions.

5、 Relevant requirements for institutional investors and actual controllers

（2） [Requirements for equity structure] The applicant institution should ensure that the equity structure is concise and clear, and should not have too many levels of equity structure, revolving investment, cross-shareholding and other situations. The Association will strengthen the penetration verification of equity and focus on its legal compliance.

Compared with the previous provisions, this article has no obvious adjustment or addition. It is to clarify the registration and filing obligations and information reporting obligations of the administrator, as well as the "penetration inspection" right of the association.

5

The registration and filing by the Association does not indicate that it has made a substantive judgment on the investment ability, risk control compliance and continuous operation of the private fund manager, nor does it serve as a guarantee for the security of private fund assets and investors' income, nor does it indicate that the Association has guaranteed the authenticity, accuracy and completeness of the registration and filing materials.

Investors should fully understand the investment scope, investment strategy, risk return and other information of private equity funds, carefully select private equity fund managers and private equity funds according to their own risk bearing capacity, independently judge the investment value and bear the investment risk.

Interim Measures for the Supervision and Administration of Private Investment Funds

Article 9 The registration and filing of private fund managers and private funds by the fund industry association does not constitute recognition of the investment ability and continuous compliance of private fund managers; Not as a guarantee for the safety of the fund property.

Instructions for Private Investment Fund Filing

1、 General requirements for private investment fund filing

（1） [Basis of legal rules]... The Association's filing for private investment funds does not constitute recognition of the investment ability of private investment fund managers (hereinafter referred to as "managers"), nor does it constitute recognition of the compliance of managers and private investment funds, nor does it serve as a guarantee for the safety of private investment funds. Investors should identify the investment risks of private investment funds and bear the possible losses of investment activities.

5、 Transition period and other arrangements

... Investors should "enjoy the income and bear the risk", and achieve "the seller is responsible and the buyer is responsible"

Measures for the Administration of Private Asset Management Business of Securities and Futures Operating Institutions

Article 4

Investors participating in the asset management plan shall make prudent decisions according to their own abilities and independently bear the investment risks.

This article is formulated on the basis of the previous provisions and in combination with the current situation of the private fund industry in recent years (including the false and lost connection of the fund manager, the false perception of the fund investor that the private fund should be "just paid", etc.), and defines this article as "buyer's conceit", emphasizing that the private fund investor should fully understand the background of the private fund manager and various information of the private fund, Make investment decisions based on their own risk tolerance and bear corresponding investment risks.

6

The Association formulates articles of association and industry self-discipline rules according to law, carries out self-discipline management on the private equity industry, protects the legitimate rights and interests of investors, coordinates industry relations, provides industry services, and promotes industry development.

Interim Measures for the Supervision and Administration of Private Investment Funds

Article 6 The China Securities Investment Fund Industry Association (hereinafter referred to as the Fund Industry Association) shall, in accordance with the Securities Investment Fund Law, these Measures, other relevant provisions of the CSRC and the self-discipline rules of the Fund Industry Association, carry out industry self-discipline, coordinate industry relations, provide industry services and promote the development of the industry.

This article adds the expression of "protecting the legitimate rights and interests of investors" on the basis of the previous provisions. This new expression also runs through the contents of all chapters of the new regulations.

7

The Association implements differentiated self-discipline management and industry services for private fund managers and private funds in accordance with the principles of classified management, supporting the superior and limiting the inferior.

The Association supports the standardized development of private fund managers with sound governance structure, stable operation compliance, outstanding professional ability and good credit record, and facilitates their registration and filing business.

Interim Measures for the Supervision and Administration of Private Investment Funds

Article 32 The CSRC shall record the integrity information of private fund managers, private fund custodians, private fund sales institutions and other private fund service institutions and their employees in the integrity archive database of the securities and futures market; According to the credit status of private fund managers, differential supervision is implemented.

Article 36 The fund industry association adopts differentiated industry self-discipline for venture capital funds, which is different from other private equity funds, and provides differentiated member services in such links as fund manager registration, fund filing, investment reporting requirements and member management.

Article 37 The CSRC and its local offices shall adopt differentiated supervision and management different from other private placement funds in the investment direction inspection and other links of venture capital funds; Provide convenience services for venture capital funds in terms of account opening, issuing transactions and investment withdrawal.

Overview of Private Fund Registration and Filing in 2022

Adhere to supporting the superior and limiting the inferior, and solve a number of difficult problems. First, continue to promote the differentiated self-discipline management of private equity funds. Provide fast filing service for private fund managers with sound governance structure, business operation compliance, continuous and stable operation, effective risk control, professional management team and good integrity Second, take the initiative to provide policy communication, special guidance, green channel and other services for key funds undertaking the implementation of national industrial or regional strategies, and support private equity funds to play an active role in serving national strategies, promoting innovation-driven development and economic transformation and upgrading.

The Association has always adhered to the principle of "supporting the superior and limiting the inferior" to carry out self-discipline management on private equity fund industry entities. Moreover, the Association implements differentiated management for different types of private equity funds. It is worth mentioning that this article is the first time to clarify the principle of "supporting the superior and limiting the inferior" on the basis of the previous provisions, that is, the Association will facilitate the registration and filing of private fund managers with excellent performance.

NO.

Content

Main preparation basis

Brief interpretation

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The meaning of the following terms in these Measures:

（1） Senior management personnel: refer to the general manager, deputy general manager, compliance risk control principal and other personnel specified in the articles of association of the company, as well as the relevant personnel in the partnership who perform the above-mentioned functions of operation management, risk control and compliance; Other personnel who do not use the above name but actually perform the above duties are deemed as senior management personnel.

（2） Controlling shareholder: refers to the shareholder whose capital accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total capital of a joint stock limited company; A shareholder whose capital contribution or shareholding ratio is less than 50%, but the voting rights enjoyed by his capital contribution or shareholding are sufficient to have a significant impact on the resolutions of the shareholders' meeting or shareholders' meeting.

（3） Actual controller: refers to the natural person, legal person or other organization that can actually control the operation of private fund manager through investment relationship, agreement or other arrangements.

The specific identification criteria of the actual controller shall be separately stipulated by the Association.

（4） Main contributor: refers to the shareholders and partners who hold more than 25% of the equity or property shares of the private fund manager.

（5） Conflict business: refers to private lending, private financing, micro-finance, micro-lending, guarantee, factoring, pawning, financial leasing, online lending information intermediary, crowdfunding, over-the-counter funding, real estate development, trading platform and other businesses that conflict with private fund management, unless otherwise specified by the CSRC and the Association.

（6） Asset management products: refer to the asset management products legally issued by banks, trust, securities, funds, futures, insurance asset management institutions, private fund managers and other institutions under the supervision of the financial regulatory authority under the State Council, including bank non-principal wealth management, asset management plans of securities and futures operators, trust plans, insurance asset management products and private fund registered with the Association.

（7） The term "more than" and "expiration" as used in these Measures includes the current number; The term "beyond" and "beyond" does not include this number.

The Company Law

Article 216 For the purpose of this Law, the meanings of the following terms are:

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（2） A controlling shareholder means a shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total capital of a joint stock limited company; A shareholder whose capital contribution or shareholding ratio is less than 50%, but the voting rights enjoyed by his capital contribution or shareholding are sufficient to have a significant impact on the resolutions of the shareholders' meeting or shareholders' meeting.

（3） The actual controller refers to the person who is not a shareholder of the company, but can actually control the company's behavior through investment relations, agreements or other arrangements.

Measures for Registration of Private Investment Fund Managers and Fund Filing (Trial)

Article 17

The senior managers mentioned in the preceding paragraph refer to the chairman, general manager, deputy general manager, executive partner (appointed representative), compliance risk control principal and other personnel who actually perform the above duties of the private fund manager.

List of Application Materials for Registration of Private Equity Fund Managers (Version 2022)/List of Application Materials for Registration of Private Equity and Venture Capital Fund Managers (Version 2022)

Registration application material 1: registration commitment letter

3. The applicant institution shall promise that it will not engage in private lending, guarantee, factoring, pawning, financial leasing, online credit information intermediary, crowdfunding, over-the-counter funding, private financing, microfinance, micro-lending, P2P, P2B, real estate development, trading platform and other businesses that conflict with or have nothing to do with private fund management.

Application registration materials 11/12: conflict business license certificate

2. Main contributors of the applicant institution (the proportion of contribution ≥ 25%)

Application for registration materials 21/22: Control relationship between the actual controller and the administrator

The actual controller refers to the natural person, legal person or other organization that can actually control the operation of the enterprise.

Instructions for Registration of Private Fund Managers

III/(I) [Definition of senior managers]...... Various private fund managers engaged in private securities investment fund business, their senior managers (including legal representative/executive partner (appointed representative), general manager, deputy general manager, compliance/risk control principal, etc.)

III/(V)......... [professional competence] The senior management of the applicant institution responsible for investment

IV/(II) [Conflicting business]... For application institutions concurrently engaged in private lending, private financing, financial leasing, capital allocation business, micro-finance, micro-lending, P2P/P2B, crowdfunding, factoring, guarantee, real estate development, trading platform and other businesses, the above businesses conflict with the attributes of private funds

V/(IV) [Definition of actual control] The actual controller shall be traced back to the last natural person, state-owned holding enterprises or collective enterprises, listed companies, and overseas institutions supervised by foreign financial regulatory authorities. In the absence of an actual controller, its largest shareholder shall bear the corresponding responsibilities of the actual controller.

Instructions for Private Investment Fund Filing

I/(II)

4. Investing in factoring assets, financial leasing assets, pawn assets, etc.... Businesses that conflict with private investment funds

5. Engage in the above activities indirectly or in disguised form by investing in partnerships, companies, asset management products (including private investment funds, the same below), etc.

Regulations on the Operation and Management of Private Assets Management Plan of Securities and Futures Operating Institutions

Article 2 The securities and futures operating institutions referred to in these regulations refer to securities companies, fund management companies, futures companies and the subsidiaries established by the aforementioned institutions in accordance with the law to engage in private equity asset management business.

In addition to taking the relevant provisions of the private equity industry as the basis for formulation, this article also refers to the relevant provisions of laws and regulations such as the Company Law, the Guiding Opinions on Regulating the Asset Management Business of Financial Institutions, and the Regulations on the Operation and Management of Private Equity Asset Management Plans of Securities and Futures Operating Institutions. Specifically, this article:

1. The chairman and legal representative are no longer defined as senior executives;

2. The identification standard of the actual controller is still not clear, but is stipulated separately by the Association;

3. Add "financial licensed institutions" to the penetration subject (we understand that this is in line with business practice, because there are many "financial institutions" private fund managers), but the penetration identification criteria still need to be formulated by the Association.

If the relevant national departments have other provisions on the following private fund managers and private funds, such provisions shall prevail:

（1） The government and its authorized institutions are established through direct investment, entrusted investment or by means of capital injection;

（2） State-owned enterprises or enterprises with state-owned capital in a controlling or leading position contribute to the establishment;

（3） Financial institutions invested in the establishment;

（4） Other circumstances prescribed by the CSRC.

This article is a new one and lists three situations that should be regulated by other laws, mainly for state-owned assets and financial institutions as private fund managers and private funds, in order to avoid conflicts with the regulations issued by relevant departments for such private fund managers and private funds.

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The special provisions on the registration and filing of private asset allocation funds shall be separately formulated by the Association.

Instructions for Private Investment Fund Filing

1、 General requirements for private investment fund filing

（4） [Escrow Requirements]

The private placement asset allocation fund shall be managed by a custodian established in accordance with the law and qualified for fund custody.

（11） [Closed operation]... Private equity asset allocation funds shall be closed operation, and shall not be opened for subscription/subscription (subscription) and redemption (withdrawal) after the completion of the filing, except for dividends, withdrawal of investment project capital reduction, delisting or replacement of defaulting investors and fund share transfer during the closed operation of the fund.

The registered... private equity asset allocation fund can add investors or increase the subscribed capital of existing investors if the following conditions are met at the same time, but the increased subscribed capital shall not exceed 3 times of the subscribed capital at the time of filing:

1. The organization form of the fund is corporate or partnership;

2. The fund shall be held in custody by a custodian established in accordance with the law and qualified for fund custody;

3. The fund is within the investment period agreed in the contract;

4. The funds invested in a single target shall not exceed 50% of the total subscribed capital of the fund;

5. Decision-making mechanism approved by all investors or approved by all investors.

（16） [Portfolio investment]

The proportion of private asset allocation fund invested in a single asset management product or project shall not exceed 20% of the total subscribed capital of the fund.

（17） [Agreed duration]... The agreed duration of private asset allocation fund shall not be less than 5 years.

（25） [Fund Annual Report and Audit Requirements]... The financial accounting report of the annual report of the private asset allocation fund shall be audited

4、 Special filing requirements for private asset allocation funds

（37） [Investment method] Private equity asset allocation funds shall mainly adopt the investment method of funds in the fund, and more than 80% of the invested fund assets shall be invested in asset management products established or filed according to law.

（38） [Leverage ratio] If a graded private equity asset allocation fund invests in cross-class private equity investment funds, the leverage ratio shall not exceed the maximum leverage ratio of the private equity investment fund invested.

（39） [Single investor] The private equity asset allocation fund that is only raised and established from a single individual or institutional investor (except for the asset management products established according to law). Except for the investment proportion or other fund property security measures, which are stipulated in the fund contract, other arrangements shall be implemented according to the Instructions.

Answers to Questions Related to the Registration and Filing of Private Funds (XV) (omitted)

In our opinion, this article should be interpreted as follows: if the Association has previously made special provisions for private asset allocation funds (mainly including the fund filing instructions and Q&A 15), these provisions should continue to be effective. In addition to these special provisions, the registration and filing rules for private asset allocation funds should be subject to the new regulations.

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The Measures shall come into force as of May 1, 2023. As of the date of implementation, the Measures for the Registration and Filing of Private Investment Fund Managers (for Trial Implementation), the Instructions for the Registration of Private Fund Managers, and the Answers to Questions Related to the Registration and Filing of Private Fund (IV), (XIII) and (XIV) shall be abolished simultaneously.

This article clarifies the relevant provisions that will be abrogated synchronously after the introduction of the new regulations. It is worth noting that the fund filing instructions will not be abrogated synchronously.