/ / Yang Chunbao's lawyer team provides comprehensive legal services for a listed company to set up a fund

Recently, Yang Chunbao's lawyer team accepted the entrustment of a state-owned listed company to provide comprehensive legal services such as fund structure design, legal due diligence on the fund manager, drafting of partnership agreement and subsidiary agreement for its cooperation with a fund manager to establish a fund.

The China Securities Investment Fund Association (hereinafter referred to as the "Association") released the Summary of the Self-discipline Cases of the Fund Industry Association in 2022 on February 8, 2023. The summary includes the following sections: First, "zero tolerance" to crack down on violations and escort the high-quality development of the fund industry. 2、 Focus on key issues of governance and promote the industry to return to its roots; The Association focused on punishing the non-professional operation of private equity funds, severely cracking down on breaking the bottom line of fiduciary obligations, continuously strengthening the management of information disclosure of major issues, and accurately identifying and cracking down on illegal breakeven and guaranteed income. 3、 Pay close attention to the "key minority" and compact the responsibilities of senior executives; The Association will focus on the main responsibility of the "key minority" and pursue the responsibility of the violators and relevant senior executives together. 4、 Continue to consolidate the institutional foundation and comprehensively improve the quality and efficiency of discipline enforcement. On December 30, 2022, the Association officially issued and implemented the Measures for the Implementation of Self-discipline Management and Disciplinary Measures, established a three-dimensional, multi-level and progressive system of self-discipline management and disciplinary measures, and continuously improved the standardization and transparency of self-discipline management.

On February 22, 2022, the Association issued the "Work Plan for Follow-up Training of Fund Practitioners in 2023", specifying the specific arrangements for the online plan of face-to-face, live and remote training courses for fund practitioners in 2023. According to the plan, the face-to-face and live training plan includes 20 sessions of professional ethics and compliance risk training, 16 sessions of investment research training, 2 sessions of custody operation training, 1 session of fund investment consulting and sales business training, 5 sessions of private equity investment fund training and 6 sessions of comprehensive service training. In addition, the course category, name, number of hours and online time of the distance training course were also announced.

On February 23, 2023, the Association issued the Notice on Issuing the Credit Information Report of Members of Private Fund Managers in the Fourth Quarter of 2022. The notice said that the Association would provide the credit information report of the fourth quarter of 2022 to the private fund managers who became members of the Association before the fourth quarter of 2022. From February 24, 2023, the members of private fund managers can submit the assets management business through the Association's comprehensive reporting platform（ https://ambers.amac.org.cn ）Check the member's credit information report for the fourth quarter of 2022. Each private fund manager member shall ensure that the information submitted is true, accurate and complete. If members have any questions about the results of the credit information report of this institution, they can submit a written inquiry application to the Association within one month from the date of receiving the credit information report. Please send the relevant application materials to pf@amac.org.cn The Association will reply as soon as possible after receiving the inquiry application.

The Association announced on February 24, 2023 that five institutions, namely Dalian Yalian Investment Management Co., Ltd., Shanghai Puquan Investment Management Co., Ltd., Tianfeng Huiying (Wuhan) Investment Management Co., Ltd., New Hualian Runshi (Beijing) Equity Investment Fund Management Co., Ltd. and Beijing Hanguang Investment Co., Ltd., could not continuously meet the registration requirements of the administrator. The Association will cancel the registration of private fund managers of the five institutions and record the above information into the integrity archive database of the securities and futures market. The Association reminds investors to continue to pay attention to the integrity and compliance of private fund managers, carefully make fund investment decisions, and safeguard their legitimate rights and interests through the dispute resolution mechanism agreed in the fund contract and relevant legal channels.

1. When an investor purchases a private equity fund product, the sales agency has warned him of the risk and informed him of the risk level, and the investor has confirmed in writing that he knows and is willing to bear the investment risk. In addition, he has a record of purchasing a similar risk level product of the sales agency. Combining these conditions, it can be considered that the sales agency has fulfilled the obligation of informing and explaining and the obligation of appropriateness

Case: Mr. Sun, the contract dispute of Urumqi Karamay East Road Sub branch of Shanghai Pudong Development Bank Co., Ltd. [(2022) Xinminshen No. 1834]

Main facts: In February 2017, Mr. Sun purchased his financial products sold on a commission basis at Pudong Development Bank Karamay East Road Sub branch (hereinafter referred to as "Pudong Development Bank Kedong Sub branch"). In August 2017, Mr. Sun went to Pudong Development Bank Kedong Sub branch again to purchase a private equity fund product. After Mr. Xu, a staff member of Pudong Development Bank Kedong Sub branch, introduced the fund involved in the case, In the personal business application list, Mr. Sun copied the content of "I have read the rights and interests instructions and business tips related to this business, fully understand and clearly understand the risks of this product, and am willing to bear the relevant risks", and confirmed that Pudong Development Bank Kedong Sub-branch has informed the product risk level through audio and video, and has given investment risk tips. After that, Sun Mou found the investment loss and believed that Pudong Development Bank Kedong Sub-branch failed to fulfill the obligation of appropriateness and disclosure, so he sued and requested Pudong Development Bank Kedong Sub-branch to compensate for the principal and income of its financial product purchase. Both the courts of first and second instance rejected Sun's application. Sun refused to accept it and applied for a retrial.

Judgment opinion: The retrial court held that the focus of the case was whether Pudong Development Bank Kedong Sub-branch fulfilled the obligation of informing and explaining and the obligation of appropriateness when selling the financial products involved in the case. The court of first instance has found that Mr. Sun copied the content of "I have read the rights and interests instructions and business tips related to this business, fully understand and clearly understand the risks of this product, and am willing to bear the relevant risks" on the personal business application list. Pudong Development Bank Kedong Sub-branch also informed the product risk level through audio and video, and gave Mr. Sun investment risk tips. The personal business application list of Pudong Development Bank Kedong Sub-branch also indicates that the fund risk level is E-high risk, the customer risk level is E-aggressive, and the customer does not purchase beyond the risk. In combination with the fact that Mr. Sun has purchased the bank's high-risk products in the past, he has certain risk perception ability and risk tolerance ability for financial products. The court of first instance held that Pudong Development Bank Kedong Sub-branch had fulfilled the obligation of informing and explaining and the obligation of appropriateness.

2.Without the consent of the principal, the trustee entrusts the private equity fund unit entrusted by the principal to a third person, and the principal terminates the contract, even if the private equity fund unit held by the principal has not withdrawn, the trustee also needs to return the investment funds and interests of the principal, and compensate for the loss that the principal is unable to exercise the rights of the private equity fund unit holder due to the sub-entrustment

Case: Dispute over the commission contract between Guo and Liu [(2022) Jing 02 Min Zhong No. 13563]

Main facts: In May 2016, Mr. Liu, as Party A, and Mr. Guo, as Party B, signed the Entrusted Investment Agreement, which agreed that Party A would voluntarily contribute 200000 yuan to the One Alpha Technology Private Equity Fund, and exercise relevant investor rights on behalf of Party B as the nominal investor. The rights that Party A entrusts Party B to exercise on its behalf include the registration of Party B as the nominal contributor in the register of contributors and the exercise of other rights granted to investors under the contractual fund product contract. As the actual contributor of the above investment, Party A has the right to obtain the corresponding investment income and bear the corresponding investment losses after the withdrawal of the investment; Party B can only hold the investment rights and interests formed by the investment on its behalf, and shall not transfer or pledge such rights and interests. On the same day, Mr. Guo, as Party A, signed the Entrusted Investment Agreement with Mr. Gao, as Party B. The content of the contract was consistent with that of the Entrusted Investment Agreement signed by Mr. Liu and Mr. Guo. In the contract, it was clearly agreed that Party A would contribute 200000 yuan. After Liu learned that Guo had transferred the entrustment, he sued Guo for the return of the investment money and interest, and compensated for the loss. In addition, the 200000 yuan fund invested by Mr. Liu has not been withdrawn. In the first instance, Mr. Liu clearly stated in court on September 13, 2022 that he wanted to terminate the contract, and Mr. Guo was aware of this. The court of first instance confirmed the dissolution of the entrusted financial management contract concluded by both parties, supported Liu's request to return the investment funds and interest, and determined the loss caused by Guo's sub-entrustment. Guo refused and filed an appeal.

Judgment opinion: The court of second instance held that the Entrusted Investment Agreement signed by Mr. Liu and Mr. Guo was of the nature of an entrustment contract, and the agreement clearly agreed that Mr. Guo should be registered as the nominal contributor in the register of contributors of the One Alpha Technology Private Placement Fund, but Mr. Guo entrusted Mr. Gao, an outsider, to hold the funds delivered by Mr. Liu, so Mr. Guo did not fulfill the obligation to hold the shares of private placement fund according to the agreement. Guo did not provide evidence to support Liu's clear knowledge of Gao's holding on his behalf. In view of this, the court of first instance confirmed that the entrustment contract concluded by both parties was terminated on September 13, 2022 on the grounds that Guo did not complete the entrustment, and that Guo returned the corresponding fees to Liu, which was not improper. The court of second instance finally rejected the appeal and upheld the original judgment.