Number

Content

The main basis for formulation [1]

Brief interpretation

Article 46

If the private equity fund managers and their private equity fund-related matters filed for record change, they shall perform the modification procedures to the association in a timely manner in accordance with regulations. Relevant changes shall comply with the prescribed registration and filing requirements; those that do not meet the requirements shall be corrected in a timely manner in accordance with the regulations.

"Private Equity Fund Manager Registration and Fund Filing Measures"

Article 7 During the period of application for registration, if there is a major change in the registration items, the private equity fund manager shall notify the AMAC in a timely manner and change the content of the application for registration.

This article is a principled article, which stipulates the basic requirements for the change of private equity funds and their managers.

Article 47

If the following registration information is changed, the private equity fund manager shall complete the change procedures with the Association within 10 working days from the date of change:

(1) Basic information such as name, business scope, capital, registered address, and office address;

(2) Shareholders, partners, and related parties;

(3) Legal representatives, senior managers, executive partners or their authorized representatives;

(4) Other information prescribed by the China Securities Regulatory Commission and the Association.

"Interim Measures for the Supervision and Administration of Private Equity Investment Funds" ("Interim Measures")

Article 25 A private equity fund manager... shall report to the AMAC within 10 working days if any major event occurs.

"[Service Guide for Registration and Filing Matters] Handling of Changes in Major Matters of Private Equity Fund Managers"

10. Application materials

(1) List of changes in major events of private equity fund managers

1. Subject qualification certification documents and related changes mainly include updating the name of the institution, business scope, registered capital/subscribed capital, paid-in capital/paid-in capital, legal representative/executive partner (appointed representative), registered address, etc. information.

2. Change of investor

Investors of institutions can be added and deleted.

3. The actual controller/largest shareholder can add or delete the actual controller/largest shareholder of the institution.

4. Executive change

It is possible to add or delete the legal representative/executive partner (appointed representative), the person in charge of compliance and risk control, the person in charge of information filling, the chairman (if any), the general manager (if any), and the deputy general manager ( (if any) and other senior management personnel or modify the employment status of the current senior management personnel.

This article and Article 48 split the major matters in the "[Service Guide for Registration and Filing Items] Business Handling of Major Matters Changes for Private Equity Fund Managers" into "basic registration information" and "major registration information". As far as this article is concerned, the two basic registration information of "office address" and "related party" that need to go through the modification procedures are newly added, and the previously specified major information "legal representative, senior management personnel, executive partner and its appointed "Representative" is adjusted to the basic registration information.

Article 48

If the controlling shareholder, actual controller, or general partner of the private equity fund manager changes, the private equity fund manager shall complete the modification procedures to the Association within 30 working days from the date of the modification, submit a special legal opinion, and issue a legal statement on the modification. Opinion.

If the actual control of the private equity fund manager changes, it shall submit a legal opinion on whether the change fully complies with the registration requirements of the private equity fund manager, and the association will conduct a comprehensive inspection in accordance with the newly submitted registration requirements of the private equity fund manager. The administrative transfer or change of equity and property shares in accordance with regulations, or the transfer between different entities controlled by the same actual controller, etc., shall not be regarded as a change in actual control.

If the actual control right of the private equity fund manager changes, the management scale in the 12 months before the change date shall not be less than RMB 30 million.

Relevant provisions of "[Service Guide for Registration and Filing Items] Handling of Major Matters Change Business of Private Equity Fund Managers" (see the basis of Article 47 above)

"Private Equity Fund Manager Registration and Fund Filing Measures"

Article 22 If a private fund manager encounters the following major events, it shall report to the AMAC within 10 working days.

"Announcement on Further Regulating Certain Issues in the Registration of Private Equity Fund Managers"

3. Relevant requirements for submitting legal opinions

(4) If a registered private equity fund manager applies for major matters such as changing the controlling shareholder, changing the actual controller, changing the legal representative\executive partner, or other major matters prudently determined by the China Asset Management Association, it shall submit the "Private Fund Management Special Legal Opinions on Changes of Major Events of Managers".

"Solemn Statement" (issued by the Asset Management Association of China on May 24, 2018)

4. With regard to the application for the change of major matters of the legal representative, actual controller or controlling shareholder of the private equity fund manager, the association will handle the registration requirements and procedures of the new applicant institution, and check the compliance and information disclosure of the existing products accordingly.

Feedback from the association to the institution applying for manager registration (omitted)

Compared with the previous regulations, this article in terms of major information changes of fund managers:

1. Change the time limit for changing the controlling shareholder, actual controller, and general partner of a private equity fund manager from 10 working days to 30 working days;

2. According to the original regulations and the feedback from the association in practice, if the manager changes the legal representative (a representative appointed by the executive partner), the controlling shareholder and the actual controller at the same time, it is necessary to issue a comprehensive legal opinion according to the initial registration standard . Although the new regulations no longer list the legal representative (the representative appointed by the executive partner) as a major registration information, and there is no need to issue a major change legal opinion on the change of this information, but for any change in the information of the controlling shareholder or actual controller In any case, a comprehensive legal opinion is required;

3. The lower limit requirement for the management scale in the past year is added when the actual control right is changed. We understand that it will help curb the behavior of buying and selling "shells".

Article 49

Shareholders, partners, and actual controllers of private equity fund managers who intend to transfer their equity, property shares, or actual control rights shall fully understand the transferee's financial status, professional ability, and integrity information, etc., and inform them Relevant regulatory and self-regulatory requirements for shareholders, partners, and actual controllers.

If the shareholders, partners, and actual controllers of the private equity fund manager plan to change, resulting in a change in the actual control right, the private equity fund manager shall promptly notify the private equity fund manager of the relevant situation, and the private equity fund manager shall promptly perform the information disclosure obligation to investors, and Perform relevant internal decision-making procedures in accordance with the fund contract.

"Administrative Measures for Information Disclosure of Private Equity Investment Funds" ("Information Disclosure Measures")

Article 18 In the event of the following major events, the information disclosure obligor shall disclose to investors in a timely manner in accordance with the fund contract:

(4) The legal representative, executive partner (appointed representative), and actual controller of the manager are changed;

"Registration Notice for Private Equity Fund Managers" ("Registration Notice for Managers")

11. Matters that private equity fund managers should be aware of after the registration is completed

When a private equity fund manager with a management scale handles an application for a major change in a legal representative, actual controller or controlling shareholder, in addition to submitting a special legal opinion as required, it shall also provide relevant supporting materials to fully explain the change Reasons and rationality; have performed the relevant voting procedures of the fund share holders' meeting, shareholders' meeting or partner meeting in accordance with the relevant provisions of the fund contract, the fund company's articles of association or the partnership agreement; Relevant regulations and relevant stipulations in fund contracts, fund company articles of association, or partnership agreements have disclosed information to private equity fund investors on major issues involved in a timely, accurate, and complete manner.

Compared with the previous provisions, this article adds the obligation of knowing and notifying the shareholders, partners, and actual controllers of the manager of the transfer of equity, property shares, or actual control rights. In the case of property share and actual control right, it is necessary to conduct "due diligence" on the transferee. In addition, the transferee should also truthfully inform the transferee of the conditions that must be met when the transferee manager's equity, property share, and actual control right must be met.

Article 50

The association shall complete the change procedures within 20 working days from the date when the registration materials for the change of the private equity fund manager are complete, and check whether the change of the private equity fund manager complies with the registration requirements stipulated in these Measures. The association’s verification and processing time for the change of registration materials of private equity fund managers shall apply the provisions of paragraphs 1 to 3 of Article 23 of these Measures[2].

Through the official website, the association will publicize the relevant matters and handling results of the change of private equity fund managers.

Interim Measures for the Supervision and Administration of Private Equity Investment Funds

Article 7 The fund industry association shall, within 20 working days after the registration materials for private equity fund managers are ready, complete the registration procedures for private equity fund managers by announcing the list of private equity fund managers and their basic information on the website.

This article is formulated on the basis of the provisions of the Interim Measures on the association’s initial registration of administrators, that is, the time limit for the association to handle the change of registration for the administrator is the same as the time limit for the initial registration of the administrator, both of which are 20 working days.

Article 51

In the event of the circumstances specified in Article 24 of these Measures[3], unless otherwise specified, the Association shall suspend the process of changing the registration information of private equity fund managers and explain the reasons.

After the relevant situation disappears, the private equity fund manager can request to resume the modification, and the time limit for processing will continue to be counted from the date of resumption.

For the interpretation of Article 24 of the New Regulations, please refer to the series of interpretations by Yang Chunbao's lawyer team on the registration of fund managers.

Article 52

Under any of the following circumstances, the association shall terminate the process of changing the registration information of private equity fund managers, return the change registration materials, and explain the reasons:

(1) Failure to comply with the registration requirements and modification requirements stipulated in these Measures;

(2) Circumstances specified in Items 3 to 6 of Paragraph 1 of Article 25 of these Measures;

(3) The private equity fund manager and its controlling shareholders, actual controllers, general partners, major investors, and affiliated private equity fund managers encounter major business risks, except for those that are changed in accordance with the risk disposal plan approved by the financial management department;

(4) Other circumstances stipulated by the China Securities Regulatory Commission and the Association

"Decision on Further Strengthening the Self-Regulatory Management of the Private Equity Fund Industry"

3. Adhere to the bottom line of the industry and establish a rapid processing mechanism for abnormal business organizations

For private equity fund managers that have major business risks, or are under investigation and the results of the investigation have not yet been formed, the association suspends the acceptance of new fund filing applications, applications for changes in major matters related to the private equity fund manager, and related related parties newly established private equity fund managers application for registration.

Compared with the previous regulations, this article in terms of termination of the change of administrator information:

1. In general, it is pointed out that those who do not meet the registration and modification requirements of the new regulations will be terminated for registration of manager changes;

2. It is emphasized that in the case of items 3 to 6 of the first paragraph of Article 25 of the new regulations, the modification registration is terminated, mainly involving failure to supplement and correct materials and supplementary explanations in a timely manner, and the suspension has not resumed after one year. The CSRC and Its dispatched agency requests termination of processing, and provides false materials or cooperates with intermediary agencies to handle registration in violation of regulations;

3. Expanding the scope of subjects with major business risks to the controlling shareholders, actual controllers, general partners, major investors, and affiliated fund managers of fund managers, we understand that this is mainly to prevent group-based private equity fund managers from major systemic risk.

Article 53

If the controlling shareholder, actual controller, or general partner of a private equity fund manager changes, and fails to complete the change procedures with the Association in accordance with the provisions of Article 48 of these Measures [4], or performs the change procedures but fails to meet the requirements, the Association shall Take self-regulatory management measures to suspend the filing of its private equity funds.

"Private Equity Fund Manager Registration and Fund Filing Measures"

Article 30 If private equity fund managers, senior executives, and other practitioners are under the following circumstances, the AMAC may, depending on the severity of the circumstances, impose warnings on private equity fund managers, circulate criticism within the industry, publicly condemn, suspend the acceptance of fund filings, cancel Take measures such as warnings to senior managers and other practitioners, public criticism in the industry, public condemnation, and disqualification, and record them in integrity files. If the circumstances are serious, it shall be handed over to the China Securities Regulatory Commission for handling:

(1) Violating the "Securities Investment Fund Law" and the provisions of these Measures; [5]

Compared with the previous regulations, this article restricts the use of self-regulatory management measures in terms of the consequences of managers failing to handle changes in accordance with regulations, and will "warning, criticism in the industry, public condemnation, suspension of fund filing, cancellation of membership, etc." Adjusted to "suspend the filing of its private equity funds", and will not take measures such as "taking warnings, circulating criticisms in the industry, public condemnation, and disqualification of senior executives and their practitioners just because they have not fulfilled the relevant change procedures, and Recorded in the integrity file" self-discipline measures.

Article 54

If the controlling shareholder, actual controller, or general partner of a private equity fund manager changes but has not completed the modification procedures with the association, the private equity fund manager shall prudently carry out new business; if it raises funds during the period, it shall disclose the changes to investors, And there may be compliance risks that the change registration and fund filing procedures may not be completed.

This article is a new regulation. We understand that it is formulated on the basis of the association’s previous practical experience in handling relevant change procedures. Registration shall prevail) and related business activities before the association completes the registration procedures for such changes, that is to say, there are two requirements for the manager during the transitional period:

1. Carry out new business prudently;

2. If fundraising is required, the changes should be disclosed to investors, as well as the compliance risks of not being able to complete the change registration and fund filing procedures.

Article 55

If the following information of a private equity fund changes, the private equity fund manager shall complete the modification procedures with the Association within 10 working days from the date of modification:

(1) The duration, investment scope, investment strategy, investment restrictions, income distribution principles, fund fees and other important matters agreed in the fund contract;

(2) Types of private equity funds;

(3) Private equity fund managers and private equity fund custodians;

(4) Fund service institutions responsible for business such as share registration, valuation, and information technology services;

(5) Other major matters affecting the operation of the fund and the interests of investors.

If there is a change in the filing information of a private equity fund, there is a circumstance specified in Item 6, Paragraph 1, Article 25 of these Measures [6], or if the change does not meet the specified requirements, the association will terminate the change process, return the change materials and explain the reasons.

"Private Investment Fund Manager Registration and Fund Filing Measures (Trial)"

Article 23 During the operation of a private equity fund, if the following major events occur, the private equity fund manager shall report to the AMAC within 5 working days:

(1) Significant changes occur in the fund contract;

...

(4) Changes to private equity fund managers and fund custodians;

(5) Other events that have a major impact on the continued operation of the fund, the interests of investors, and the net asset value.

"Operational Guidelines for Major Product Changes of Asset Management Business Comprehensive Submission Platform"

Please note that the "fund type" and "product code" on the basic information page cannot be modified through major changes after the product filing is approved.

"[Service Guide for Registration and Filing Items] Handling of Major Changes in Private Equity Investment Funds"

10. Application materials

(1) Catalog of Application Materials

If the above-mentioned information changes are not involved, the manager can change other filing information of private equity investment funds, including basic information of private equity investment funds, contract information, outsourcing service agency information, fundraising supervision agency information, investment managers or investment decision makers, etc., through AMBERS Fill in the "Major Product Change" module of the system, and the system will automatically pass it after verification.

Compared with the previous regulations, this article in terms of changes in the filing information of private equity funds:

1. Limit the scope of "significant matters" in the fund contract to "important matters such as the duration of the fund contract, investment scope, investment strategy, investment restrictions, income distribution principles, and fund expenses"; The filing item "type of private equity fund", it is worth mentioning that the original regulations prohibit changing the type of a registered fund;

3. In the original regulations, the events affecting "investor's interests" and "net asset value" were expressed separately, but this article deletes the expression "affecting net asset value". We understand that the reason for such adjustment is because "affecting net asset value" The major issues of the "investor's interests" must also be included in the major issues affecting "investors' interests";

4. Extend the time limit for changing registration from 5 working days to 10 working days.

Article 56

If the manager of a private equity fund intends to change, it shall perform the change procedure in accordance with the relevant regulations and the contract, or reach an effective treatment plan in accordance with the decision-making mechanism stipulated in the contract.

If an effective resolution, agreement or settlement plan cannot be reached in accordance with the provisions of the preceding paragraph regarding the change of the private equity fund manager, the legally effective judgment, ruling or arbitral award made by the judiciary or the arbitration institution on the change of the private equity fund manager shall be submitted to the association, and the association shall Change procedures are handled in accordance with relevant legal documents.

"Guidelines No. 1 for Contracts of Private Equity Investment Funds"

Article 54 If it is necessary to change the important content of the fund contract, all investors, private equity fund managers and private equity fund custodians can reach a consensus to change; Changes may be made in other ways stipulated by laws and regulations and agreed in the Fund Contract.

"[Service Guide for Registration and Filing Items] Handling of Major Changes in Private Equity Investment Funds"

11. Application materials

(2) Catalog of Application Materials

1. Change of administrator

(1) Newly signed filing commitment letter

(2) Newly signed fund contract

(3) Change resolution documents

Compared with the previous provisions, in terms of changing the fund manager, this article adds a new method of handling when a resolution, agreement, or solution cannot be reached in accordance with the contract - the association will handle the change procedures according to the effective judgment, to a certain extent In terms of this, it provides a solution to the deadlock of private equity funds due to the "manager change problem". In addition, although Article 54 of Fund Contract Guidelines No. 1 does not clarify the connotation of "important content of a fund contract", we understand that a fund manager should be an important content of a fund contract. Therefore, Article 50 of Fund Contract Guidelines No. 1 The provisions of Article 4 can be understood as the "relevant provisions" of Article 56 of the New Regulations, and private equity funds can go through the procedures for changing the registration of managers according to the provisions of Article 54.

Article 57

When the private equity fund contract is terminated, the private equity fund manager shall liquidate the private equity fund in a timely manner in accordance with the fund contract. Submit the liquidation report and other information to the association within 10 working days from the date of completion of the liquidation of the private equity fund. If the liquidation cannot be completed within a certain period of time, the liquidation commitment letter, liquidation announcement and other information shall be submitted to the Association within 10 working days from the date of liquidation start.

After the private equity fund starts to be liquidated, it shall not raise money again, and shall not invest in the name and method of the fund.

"Private Investment Fund Manager Registration and Fund Filing Measures (Trial)"

Article 23 During the operation of a private equity fund, if the following major events occur, the private equity fund manager shall report to the AMAC within 5 working days:

(3) Liquidation or liquidation of the Fund;

"Private Equity Fund Liquidation Application List"

1. The fund liquidation commitment letter and fund liquidation announcement should be uploaded at the beginning of liquidation.

2. After the liquidation is completed, the fund liquidation report should be uploaded, and the liquidation report should include the distribution of fund assets.

3. Upload the release document of investment-advisor relationship.

"[Service Guide for Registration and Filing Items] Handling of Private Equity Fund Liquidation Business"

"Letter of Commitment"

After the fund is liquidated, it will not publicize the investment operation of the fund in violation of regulations, will not conduct fund investment activities in the name of the fund, and will no longer use the fund as a carrier to raise additional investor funds.

Compared with the previous regulations, this article eases the manager's obligation to submit fund liquidation information, that is, the manager only needs to submit a liquidation report to the association after the fund liquidation is completed, and does not need to submit a liquidation commitment letter and a liquidation report when the fund starts to liquidate. Announcements and other information (unless the fund cannot complete liquidation within a certain period of time). In addition, the new regulations extend the time limit for submitting liquidation reports from 5 working days to 10 working days.

Article 58

If the private equity fund manager fails to perform or neglects to perform its duties due to circumstances such as losing contact, canceling the registration of the private equity fund manager, or the occurrence of major risks, resulting in the failure of the private equity fund to exit normally, the private equity fund manager, private equity fund custodian, and fund share holder The General Assembly or investors holding more than a certain percentage of shares may establish a special agency or entrust an intermediary service agency such as an accounting firm or a law firm in accordance with the fund contract to properly dispose of fund properties, protect the legitimate rights and interests of investors, and exercise the following functions and powers:

(1) Clean up and check the assets of private equity funds;

(2) formulating and implementing liquidation exit plans;

(3) managing, disposing of, and distributing fund assets;

(4) Perform legal procedures such as dissolution, liquidation, and bankruptcy in accordance with the law;

(5) Resolving disputes on behalf of private equity funds;

(6) Other functions and powers stipulated by the China Securities Regulatory Commission and the Association or stipulated in the fund contract.

If a private equity fund exits through the methods prescribed in the preceding paragraph, it shall promptly report to the association the composition of the special institution, relevant meeting resolutions, property disposal plan, fund liquidation report, and relevant litigation and arbitration.

This article is newly added, and provides for the handling mechanism for the failure of the fund to exit normally due to the failure of the manager to perform his duties due to various reasons (including loss of contact, cancellation of registration, occurrence of major risks, failure to perform duties, etc.). Under normal circumstances, the general meeting of fund share holders should be able to effectively protect the rights and interests of investors when risk events occur. However, in commercial practice, this mechanism faces many difficulties. For example, investors cannot obtain a list of investors, it is difficult to convene a meeting, the decision-making mechanism is not clear enough to form a consensus, and it is impossible to play games with managers. This provision clearly stipulates the market-oriented exit mechanism, which will help reduce the risks in the exit process of private equity funds and standardize the entire process of fund operation.

Article 59

Private equity fund managers, private equity fund custodians, private equity fund sales agencies, and other private equity fund service agencies shall perform their information disclosure obligations in accordance with regulations and contracts, and ensure that information disclosure is timely, true, accurate, and complete.

Shareholders, partners, and actual controllers of private equity fund managers shall cooperate with private equity fund managers in fulfilling their information disclosure obligations, and shall not organize, instigate or cooperate with private equity fund managers to implement acts that violate relevant regulations on information disclosure.

Private equity fund managers shall back up various information disclosure reports on the private equity fund information disclosure backup platform designated by the Association in accordance with regulations, and perform the duties of opening, maintaining and managing investor inquiry accounts.

The specific measures for information disclosure shall be formulated separately by the Association.

Measures for the Administration of Information Disclosure of Private Equity Investment Funds

Article 3 Information disclosure obligors shall disclose information to investors in accordance with the regulations of the Asset Management Association of China and the fund contract, company articles of association or partnership agreement (hereinafter collectively referred to as the fund contract).

Article 4 The information disclosure obligor shall ensure the authenticity, accuracy and completeness of the disclosed information.

Article 5 Private equity fund managers shall submit information through the private equity fund information disclosure backup platform designated by the China Asset Management Association in accordance with regulations.

Article 6 Investors can log in to the backup platform for private equity fund information disclosure designated by the Asset Management Association of China to conduct information inquiries.

"Several Provisions on Strengthening the Supervision of Private Equity Investment Funds"

Article 12 The registration and filing information and other information materials submitted by private equity fund managers and their investors and actual controllers, private equity fund custodians, private equity fund sales agencies, and other private equity fund service agencies must not contain false records or misleading information. statements or major omissions, and shall continue to perform information disclosure and submission obligations in accordance with regulations to ensure that the submitted information materials are timely, accurate, authentic, and complete.

Article 9 A private equity fund manager and its employees shall not engage in the following acts when engaging in private equity fund business:

(8) Failure to conduct investment operations or disclose information to investors in accordance with the contract;

(13) Other acts prohibited by laws, administrative regulations and the China Securities Regulatory Commission.

Contributors and actual controllers of private equity fund managers, private equity fund custodians, private equity fund sales agencies, and other private equity fund service agencies, as well as their contributors and actual controllers, must not engage in the behaviors listed in the preceding paragraph or provide convenience for the behaviors of the preceding paragraph .

Answers to Frequently Asked Questions about the Directed Disclosure Function of the Private Equity Fund Information Disclosure Backup System

1. Answers to questions related to the login terminal of private equity fund managers

The private equity fund manager is the primary responsible body for the directional disclosure function of the information disclosure backup system, and is responsible for the daily maintenance and management of investor inquiry accounts, including the opening, activation, modification and closure of investor inquiry accounts.

Compared with the previous regulations, this article in terms of information disclosure:

1. Add the information disclosure cooperation obligations of managers’ shareholders, partners, and actual controllers, and prohibit them from organizing or instigating managers to violate information disclosure regulations;

2. In terms of information submission procedures, it is clarified that the manager should back up the information report through the association’s information backup platform, and perform the responsibilities of opening, maintaining and managing investor inquiry accounts.

Article 60

Private equity fund managers, private equity fund custodians, and private equity fund service agencies shall submit relevant information to the Association in accordance with regulations.

Private equity fund managers, private equity fund custodians, and private equity fund service agencies should establish an information reporting system, clarify the responsibilities of senior managers and relevant personnel responsible for information reporting, perform information reporting obligations in accordance with laws and regulations, and strengthen the review of information submission quality , to ensure the timely, true, accurate and complete information submitted.

Measures for the Administration of Information Disclosure of Private Equity Investment Funds

Article 2 When there are multiple information disclosure obligors for the same private equity fund, relevant matters and responsibilities for information disclosure shall be stipulated in relevant agreements.

Compared with the previous regulations, this article in terms of information submission:

1. Clarified the scope of information disclosure obligors (managers, custodians, service agencies);

2. It stipulates the information disclosure standards that the information disclosure obligor should meet (that is, "to ensure the timely, authentic, accurate and complete information submission");

3. Add the obligation of information disclosure obligors to establish an information reporting system;

4. One of the senior executives of the information disclosure obligor shall be responsible for submitting the information.

Article 61

Private equity fund managers shall submit the following information in accordance with regulations:

(1) Within 4 months from the end of each fiscal year, submit the relevant financial and operating information of the private equity fund manager and the annual financial report audited by a qualified accounting firm; The annual financial report of the private equity fund managers and others stipulated in Article 17 of the Measures shall be audited by an accounting firm filed with the China Securities Regulatory Commission;

(2) Reporting the investment and operation of the private equity funds under its management;

(3) Within 6 months from the end of each accounting year, submit the relevant financial information of the private equity fund and the annual financial report audited by a qualified accounting firm; the fund size exceeds a certain amount, and the number of investors exceeds a certain The annual financial report of a private equity fund, etc. with a large number of people, shall be audited by an accounting firm filed with the China Securities Regulatory Commission;

(4) Temporary reports and other information required by the China Securities Regulatory Commission and the Association.

If the relevant information cannot be submitted in time as required due to force majeure such as natural disasters, the Association may extend the time limit for submission according to the circumstances.

If a private equity fund manager has risks such as seriously damaging the interests of investors and endangering market order, the association may adjust the scope, content, method and frequency of its information submission according to the situation.

"Private Investment Fund Manager Registration and Fund Filing Measures (Trial)"

Article 21

A private equity fund manager shall submit an annual financial report audited by an accounting firm through the private equity fund registration and filing system before the end of April each year.

Interim Measures for the Supervision and Administration of Private Equity Investment Funds

Article 25 Private equity fund managers... shall, within four months after the end of each accounting year, submit to the Fund Industry Association the annual financial report audited by an accounting firm and the annual investment and operation basics of the private equity funds under management. Condition.

"Guidelines No. 1 on the Content and Format of Information Disclosure of Private Equity Investment Funds"

Instructions for use

3. The ... annual report of the information disclosure obligor shall be completed within 4 months after the end of each fiscal year.

Guidelines for the Content and Format of Information Disclosure of Private Equity Funds No. 2 Applicable to Private Equity (Including Venture) Investment Funds Instructions for use

6. The annual report on information disclosure (including...main financial indicators, fund expenses and profit distribution...an audited financial report) should be completed before the end of June of the following year.

Compared with the previous regulations, this article has the following aspects in terms of information submitted by managers:

1. It is clear that the annual financial report of the manager and the fund must be issued by a qualified accounting firm;

2. Add the submission of "manager's relevant annual financial and business information";

3. It is required that managers or group fund managers whose management scale exceeds a certain amount, as well as private equity funds whose fund size exceeds a certain amount or whose investors exceed a certain number, their annual financial reports shall be audited by an accounting firm filed with the China Securities Regulatory Commission ;

3. Add the provision of "extending the time limit for submission according to the circumstances";

4. Added the provision that "the association has the right to adjust the scope, content, method, and frequency of information submitted by the administrator", emphasizing the association's principle of "limiting inferiority".

Article 62

Under any of the following circumstances, the private equity fund manager shall report to the Association within 10 working days:

(1) The private equity fund manager and the private equity fund it manages are involved in legal disputes such as major lawsuits and arbitrations, which may affect normal operations or damage the interests of investors;

(2) There are major negative public opinions that may seriously affect the market order or the interests of investors;

(3) The private equity fund triggers a huge amount of redemption and cannot meet the redemption requirements, or the project whose investment amount accounts for more than 50% of the fund's net assets cannot be exited normally;

(4) The private equity fund manager and its controlling shareholders, actual controllers, general partners, and major investors have major changes in business operations and financial conditions, or major information security incidents, which may lead to private equity fund managers operating risks and serious damages. investor interests;

or Being investigated or prosecuted for legal responsibility due to illegal and criminal activities;

(6) Other circumstances prescribed by the China Securities Regulatory Commission and the Association.

The association may, depending on the circumstances, require the shareholders, partners, and actual controllers of private equity fund managers to provide materials and information related to the management and investment operations of private equity fund managers, and the aforementioned entities shall cooperate.

"Private Equity Fund Filing Instructions"

(26) [Reporting of major events] In the event of the following major events of a private equity investment fund, the manager shall report the relevant events to the Association within 5 working days and disclose them to investors:

3. The fund triggers a huge redemption;

4. Major lawsuits, arbitrations, and property disputes involving fund management business, fund property, and fund custody business;

5. Projects whose investment amount accounts for 50% or more of the fund’s net assets cannot be exited normally;

"About the launch of the "significant event report" function module of private equity fund products on the Ambers system"

Private equity fund managers can view the specific interpretations and reporting requirements of various major events on this page...Report 5 types of events such as huge redemption of products and abnormal withdrawal of investment projects. [7]

"Guidelines No. 1 on the Content and Format of Information Disclosure of Private Equity Investment Funds"

Schedule 4 Interim Report on Significant Events

12. Fund managers, actual controllers, and senior executives are suspected of major violations of laws and regulations or are under investigation by regulatory authorities or self-regulatory management authorities

Compared with the previous regulations, this article in terms of reporting major matters:

1. Extend the reporting time for major events from 5 working days to 10 working days;

2. New major matters that should be reported, that is, "the occurrence of business and financial conditions of the manager and its controlling shareholder, actual controller, general partner, and major investor is sufficient to cause operational risks of the manager and seriously damage the interests of investors. major changes, or major information security incidents”;

3. Expand the original reporting items "managers, actual controllers, and senior executives are suspected of major violations of laws and regulations, and are under investigation by regulatory authorities or self-regulatory management departments" to "managers and their legal representatives, directors, supervisors, and executives. Business partners, their delegated representatives, and practitioners are subject to administrative punishment, administrative supervision measures, and disciplinary action, are placed on file for investigation, and are held accountable for major violations of laws and regulations”; 4. Shareholders, partners, and actual controllers of newly added managers The obligation to provide relevant information of the administrator to the association to cooperate with the verification;

5. Expand the subject of legal disputes such as major lawsuits and arbitrations from funds to managers;

6. Set standards for "major" legal disputes such as litigation and arbitration and "major" negative public opinion, that is, "may have a serious impact on market order or investor interests";

7. Only when the fund triggers a huge redemption and cannot meet the redemption requirements, it needs to be reported.