No.

Content

Main Preparation Basis [1]

Brief Interpretation

Article 63

The Association conducts self-discipline management on the private equity fund industry in accordance with the law, strengthens the construction of the publicity system and credit system, strengthens the management during and after the event and risk monitoring mechanism, and builds a good market order and industry ecology.

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

Article 3 The China Securities Investment Fund Industry Association (hereinafter referred to as the Fund Industry Association) shall, in accordance with the provisions of these Measures, handle the registration of private fund managers and the filing of private funds, and conduct self-discipline management of private fund business activities.

This article is a principled regulation made by the Association on its self-discipline management.

Article 64

The association can conduct off-site and on-site inspections of private fund managers and their employees, and can also entrust local industry associations, intermediary service agencies, and other assistance in conducting self-discipline inspections.

The Association can conduct self-discipline inspections on the inspected objects by checking their business premises, consulting and copying documents, account information, and business systems related to the inspected items, and inquiring about the units and individuals related to the inspected items.

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

Article 26 The fund industry association may conduct off-site and on-site inspections on private fund managers and their employees, and require private fund managers and their employees to provide relevant materials and information.

"Private Fund Manager Registration Instructions" ("Manager Registration Instructions")

1、 General requirements for the applicant institution

（2） [Verification Method] According to Article 8 of the "Measures for Registration and Fund Filing of Private Investment Fund Managers (for Trial Implementation)", the Association can verify the registration application materials provided by private investment fund managers by interviewing senior executives, conducting on-site inspections, and seeking opinions from the China Securities Regulatory Commission, its local offices, and relevant professional associations. The application institution should provide cooperation.

Compared to previous regulations, this article applies to the self-discipline inspection of associations:

Add the method of "entrusting local industry associations and intermediary service institutions" to the self-discipline inspection method of associations;

2. Clarified the content and means of on-site inspection.

Article 65

Private equity fund managers and their practitioners shall cooperate with the Association's self-discipline inspection, truthfully provide relevant documents and materials, and shall not refuse, hinder, or conceal them. They shall coordinate with relevant units and individuals such as their shareholders, partners, actual controllers, executive partners, or their designated representatives to cooperate with the Association's self-discipline inspection as required.

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

Article 26 The fund industry association may conduct off-site and on-site inspections of private fund managers and their employees Private fund managers and their practitioners should cooperate in the inspection.

Compared to previous regulations, this article clarifies the specific content that managers and their employees should cooperate with the Association's inspection, namely, "truthfully providing materials and not refusing, hindering, or concealing them." In addition, managers and their employees should "coordinate their shareholders, partners, actual controllers, executive partners, and their designated representatives to cooperate with the Association's self-discipline inspection.".

Article 66

If there are false records, misleading statements, or significant omissions in the registration and related information change materials submitted by private fund managers, the Association may take self-discipline management or disciplinary measures such as public condemnation, suspension of filing, restriction of relevant business activities, revocation of the registration of relevant private fund managers, and private fund filing.

If a private fund manager conducts registration and filing related businesses through improper means such as fraud, bribery, or illegal cooperation with intermediary agencies for the purpose of avoiding supervision and self-discipline management, the Association will revoke the registration of the relevant private fund manager and private fund filing.

For the directly responsible executives and other responsible personnel, the Association may take self-discipline management or disciplinary measures such as publicly condemning, not engaging in relevant businesses, joining the blacklist, and canceling the qualification of fund practitioners.

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

Article 30 Private Fund Managers Under the following circumstances, the Fund Industry Association may, depending on the seriousness of the situation, take measures against private fund managers such as warning, criticism within the industry, public condemnation, suspension of fund filing, and cancellation of membership:

（1） Violation of the Securities Investment Fund Law and these Measures;

（2） Providing false materials and information or concealing important facts in the registration of private fund managers, fund filing, and other information submissions;

（3） Other circumstances stipulated by laws and regulations, China Securities Regulatory Commission and the Fund Industry Association.

Convention on Combating Commercial Bribery by Members of the China Securities Investment Fund Industry Association

Article 8 The Association shall exercise self-discipline and supervision over commercial bribery by its members, and shall, in accordance with the Association's Articles of Association and Member Management Measures, impose written criticism, circulate a notice of criticism, publicly denounce, and other disciplinary actions on those who violate self-discipline rules, and record them in the industry integrity database.

"Measures for the Supervision and Administration of Directors, Supervisors, Senior Managers, and Employees of Securities Fund Operating Institutions"

Article 51 Where a securities fund operating institution and its directors, supervisors, senior managers, and employees violate laws and regulations, these Measures, and other provisions of the CSRC, the CSRC and its dispatched offices may, according to the seriousness of the circumstances, take measures such as ordering correction, regulatory talks, issuing warning letters, ordering regular reports, ordering punishment of relevant personnel, ordering replacement of relevant personnel, or restricting their rights, or restricting disclosure to directors Measures such as paying remuneration or providing benefits to supervisors and senior management personnel, ordering suspension of performance of duties, ordering suspension of duties, ordering removal of duties, and identifying as inappropriate candidates.

"Decision on Further Strengthening Self-discipline Management in the Private Equity Fund Industry"

3、 Adhere to the industry bottom line and establish a rapid handling mechanism for abnormal business institutions

Seriously investigate the responsibilities of employees, and all senior managers with fund practice qualifications in institutions that have been cancelled due to major violations of laws and regulations will be disqualified and added to the blacklist.

This article summarizes the types of responsibilities of private fund managers and their personnel. Compared to previous regulations, this article adds the contents of "restricting relevant business activities" and "revoking the registration of managers and fund records" to the self-discipline management measures or disciplinary actions.

Article 67

If a private fund manager, its shareholders, partners, or actual controllers fall under any of the following circumstances, the Association may take self-discipline management or disciplinary measures such as giving a written warning or requiring correction within a specified time limit; If the circumstances are serious, self-discipline management or disciplinary measures such as public reprimand, suspension of filing, and restriction of relevant business activities may be taken:

（1） Shareholders, partners, or actual controllers use non owned funds or illegally obtained funds to contribute to the private fund manager, or illegally hold the equity or property shares of the private fund manager by entrusting or accepting the entrustment of others, or have situations such as revolving capital contributions, cross shareholding, or complex structures, and conceal related relationships;

（2） Shareholders, partners, or actual controllers withdraw their capital contributions or illegally transfer their equity, property shares, or actual control rights;

（3） The private fund manager violates the principle of professional operation and concurrently engages in various types of private fund management businesses in violation of regulations;

（4） Private fund managers engage in investment advisory business in violation of regulations, or engage in conflicting or unrelated business in disguised form;

（5） The private equity fund manager fails to maintain sufficient and stable personnel in accordance with regulations, and senior management personnel are absent for a long period of time, or before the first private equity fund completes the filing procedures, the legal representative, executive partner, or their designated representative, the main person in charge of operation and management, the senior management personnel responsible for investment management, and the compliance risk control person are replaced in violation of regulations;

（6） Illegal employment of legal representatives, senior management personnel, executive partners, or their designated representatives or practitioners who do not meet the requirements, or illegal part-time employment of the aforementioned personnel;

（7） Violation of relevant regulations regarding the control of two or more private fund managers by the same controlling shareholder and actual controller;

（8） Other behaviors stipulated by the CSRC and the Association.

For the directly responsible executives and other responsible personnel, the Association may take self-discipline management or disciplinary measures such as written warnings, warnings, public reprimands, prohibition of engaging in relevant businesses, inclusion in blacklists, and disqualification from fund practice.

The basis is detailed in Articles 9, 11, 17, 18, 19, 20, 21, and 41 of the new regulations.

This article is a self-regulatory management measure or disciplinary action taken by the Association against violations of Articles 9, 11, 17, 18, 19, 20, 21, and 41 of the new regulations by managers and their shareholders, partners, and actual controllers. For a detailed explanation of such violations, please refer to our "Article by Article Interpretation of the New Regulations on the Registration and Filing of Private Equity Funds - General and Supplementary Provisions" The specific content in the "Article by Article Interpretation of the New Regulations on the Registration and Filing of Private Equity Funds - Part 2: Registration of Fund Managers" and "Article by Article Interpretation of the New Regulations on the Registration and Filing of Private Equity Funds - Part 3: Fund Filing" will not be repeated here.

Article 68

If a private fund manager commits any of the following acts, the Association may take self-discipline management or disciplinary measures such as a written warning, requiring correction within a prescribed time limit, publicly condemning, suspending the filing process, and restricting relevant business activities; If the circumstances are serious, the registration of private fund managers can be revoked:

（1） Failure to complete the filing procedures as required after the fundraising;

（2） Other situations where a person is entrusted to perform duties in violation of regulations, fails to handle investment confirmation in accordance with regulations, and fails to carry out private fund investment operations in accordance with regulations;

（3） Failing to establish a management system for connected transactions or conducting connected transactions in violation of regulations;

（4） Failing to fulfill the liquidation obligations of private equity funds in a timely manner as required;

（5） Other behaviors stipulated by the CSRC and the Association.

For the directly responsible executives and other responsible personnel, the Association may take self-discipline management or disciplinary measures such as written warnings, warnings, public reprimands, prohibition of engaging in relevant businesses, inclusion in blacklists, and disqualification from fund practice.

The basis is detailed in Articles 34, 37, 38, 39, and 57 of the new regulations.

This article refers to the self-discipline management measures or disciplinary actions implemented by the Association against managers who violate Articles 34, 37, 38, 39, and 57 of the new regulations. For detailed explanations of such violations, please refer to the specific contents of our "New Regulations on the Registration and Filing of Private Equity Funds - Part III - Fund Filing" and "New Regulations on the Registration and Filing of Private Equity Funds - Part IV - Information Change and Submission" attached with the basis, I will not repeat it here.

Article 69

If private fund managers fail to fulfill their obligations of information disclosure, information submission, information change, and major event reporting as required, the Association may take self-discipline management measures or disciplinary actions such as written warnings, requiring correction within a time limit, public condemnation, suspension of filing, and restrictions on related business activities; Take self-discipline management or disciplinary measures such as written warnings, warnings, public condemnations, etc. against directly responsible executives and other responsible personnel.

If there are false records, misleading statements, or significant omissions in the information disclosed or submitted by private fund managers, the Association may take self-discipline management or disciplinary measures such as a written warning, requiring correction within a time limit, publicly condemning, suspending the filing process, restricting relevant business activities, and revoking the registration of private fund managers; Take self-discipline management or disciplinary measures such as publicly condemning the directly responsible executives and other responsible personnel, prohibiting them from engaging in relevant businesses, joining the blacklist, and canceling their fund professional qualifications.

The basis is detailed in Article 22, Article 28, Article 29, Article 39, Article 42, Article 48, Article 49, Article 55, Article 57, Article 58, Article 59, Article 60, Article 61, and Article 62 of the new regulations.

This article refers to the self-regulatory management measures or disciplinary actions taken by the Association against managers who violate Articles 22, 28, 29, 39, 42, 48, 49, 55, 57, 58, 59, 60, 61, and 62 of the new regulations. For detailed explanations of such violations, please refer to our "New Regulations on the Registration and Filing of Private Equity Funds - Part II - Registration of Fund Managers" The specific content in the "New Regulations on the Registration and Filing of Private Equity Funds - Part III - Fund Filing" and "New Regulations on the Registration and Filing of Private Equity Funds - Part IV - Information Change and Submission" will not be repeated here.

Article 70

If a private fund manager commits any of the following acts, the Association may take self-discipline management or disciplinary measures such as giving a written warning, requiring correction within a prescribed time limit, publicly condemning, suspending the filing process, restricting relevant business activities, and revoking the registration of private fund managers:

（1） Raising funds or transferring fund units from entities and individuals other than qualified investors;

（2） Promote and promote to unspecified audiences through public media such as newspapers, radio, television, and the Internet, as well as through lectures, presentations, analysis meetings, and other means, such as announcements, flyers, text messages, instant messaging tools, blogs, and emails;

（3） By means of "yin yang contract", "drawer agreement", and other means, it is promised that the investment principal will not be lost or a minimum return will be promised;

（4） Mixing their inherent property and others' property with private fund property, or mixing different private fund properties for operation;

（5） Carry out or participate in fund pooling business characterized by rolling issuance, collective operation, term mismatch, and separate pricing;

（6） Using private fund assets to directly or indirectly invest in self financing activities such as private fund managers, controlling shareholders, actual controllers, and enterprises or projects under their actual control for the purpose of arbitrage of private fund assets;

（7） Unfair treatment of private fund investors, damaging the legitimate rights and interests of investors;

（8） Appropriation and misappropriation of private fund assets;

（9） Using private equity fund assets or positions to seek illegal benefits for oneself or others other than investors, or to transmit benefits;

（10） Disclose non-public information obtained due to job convenience, and use this information to engage in or explicitly or implicitly engage in related trading activities;

（11） Engaging in insider trading, manipulating the securities and futures market, and other improper trading activities;

（12） Negligence of duty and failure to perform duties in accordance with regulatory regulations or contractual agreements;

（13） Disrupting market order and infringing on investors' interests by directly or indirectly participating in the issuance or trading of structured bonds, and rebates;

（14） Other behaviors prohibited by laws, administrative regulations, China Securities Regulatory Commission and the Association.

For the directly responsible executives and other responsible personnel, the Association may take self-discipline management or disciplinary measures such as written warnings, warnings, public reprimands, prohibition of engaging in relevant businesses, inclusion in blacklists, and disqualification from fund practice. "If an individual employee commits any of the acts specified in the preceding paragraph, the Association may take the aforementioned self-discipline management or disciplinary measures against him.".

The provisions of the preceding two paragraphs shall apply to shareholders, partners, and actual controllers of private fund managers, private fund custodians, private fund sales agencies, and other private fund service agencies, as well as staff members of the aforementioned agencies, who engage in or facilitate the conduct specified in the first paragraph of this article.

"Management Measures for Raising Private Investment Funds"

Article 35 The raising institution violates Articles 6 to 14 of these Measures in the process of conducting private fund raising business [2] According to the regulations of the China Fund Industry Association, depending on the seriousness of the situation, the China Fund Industry Association may take disciplinary actions against the fund raising institution, such as requiring correction within a prescribed time limit, industry condemnation, blacklisting, public condemnation, suspension of acceptance or handling of relevant business, and revocation of the registration of the manager; Disciplinary actions such as requiring mandatory training, industry condemnation, blacklisting, public condemnation, identification as inappropriate candidates, suspension of fund professional qualifications, and cancellation of fund professional qualifications shall be taken against relevant staff.

Article 9 No institution or individual may, in order to circumvent the criteria for qualified investors, raise financial products that use private placement fund shares or their earning rights as investment targets, or illegally split and transfer private placement fund shares or their earning rights, in a disguised attempt to break through the criteria for qualified investors. The raising institution should ensure that investors are aware of the conditions for the transfer of private equity funds.

Article 25 Raising institutions shall not promote private equity funds through the following media channels:

（1） Publicly published materials;

（2） Publicity leaflets, notices, manuals, letters, and faxes for the public;

（3） Posters, outdoor advertising;

（4） Public media such as television, movies, radio, and other audiovisual media;

（5） Public and portal website link advertisements, blogs, etc;

（6） Internet media such as the official website of the fundraising institution and WeChat circle of friends that do not have specific target determination procedures;

（7） Lectures, presentations, and analysis sessions without specific object determination procedures;

（8） Communication media such as phone, SMS, and email that do not have a specific object determination program set up;

（9） Other behaviors prohibited by laws, administrative regulations, regulations of the China Securities Regulatory Commission, and self-discipline rules of the China Fund Industry Association.

Article 24 When recommending private placement funds, fundraising institutions and their employees are prohibited from engaging in the following acts:

（3） Commit in any way that the investor's funds will not be lost, or commit in any way to the minimum return of the investor, including promoting "expected return", "expected return", "predicted investment performance", and other related content;

Interim Measures for the Supervision and Administration of Private Investment Funds

Article 23 Private equity fund managers, private equity fund custodians, private equity fund sales agencies, and other private equity service agencies and their employees engaged in private equity fund business shall not engage in the following acts:

（1） Engaging in investment activities by mixing its inherent property or the property of others with the fund property;

Key Points for Filing of Private Securities Investment Funds

II/(XVI)

3. Pay attention to whether there are any illegal provisions in the fund contract such as short-term offering and long-term investment, term mismatch, split pricing, rolling offering, collective operation, etc.

Key Points for Private Equity and Venture Capital Fund Filing

II/(XVIII)

2. Pay attention to whether there are any illegal provisions in the fund contract such as short-term offering and long-term investment, term mismatch, split pricing, rolling issuance, and collective operation.

"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 engage in the following acts:

（1） Failing to separately manage, establish accounts, and account for different private equity funds, mixing their inherent property and others' property with private equity fund property, mixing different private equity fund properties for operation, or unfairly treating different private equity fund properties;

（4） Using private fund assets to directly or indirectly invest in self financing activities such as private fund managers, controlling shareholders, actual controllers, and enterprises or projects under their actual control for the purpose of arbitrage of private fund assets;

（5） Unfair treatment of different investors in the same private equity fund, damaging the legitimate rights and interests of investors;

（7） Directly or indirectly misappropriate or misappropriate private fund assets;

（9） Using private fund assets or positions to collect consulting fees, handling fees, and financial advisory fees from private funds, their investment targets, and their related parties to seek illegal benefits for themselves or others other than investors, and to transmit benefits;

（10） Disclose non-public information obtained due to job convenience, use this information to engage in or explicitly or implicitly engage in related trading activities;

（11） Engaging in insider trading, manipulating the securities and futures market, and other improper trading activities;

（12） Negligence of duty and failure to perform duties in accordance with regulatory regulations or contractual agreements;

Key Points for Filing of Private Securities Investment Funds

II/(XVI)

5. Pay attention to whether managers, fund sales agencies, and their employees directly or indirectly participate in the issuance of structured and other non market oriented bonds, rebates, and other violations identified by the China Securities Regulatory Commission or the Association using the fund.

This article systematically summarizes the ways in which fund managers assume responsibility under specific circumstances (none of which are new). Compared to previous regulations, the new regulations add "restricting relevant business activities" to the self-discipline management measures that can be taken. In addition, combined with practical experience, it lists the ways in which managers promise to investors to maintain their principal and return (i.e., "Yin Yang Contract" and "Drawer Agreement").

Article 71

In any of the following circumstances, if the circumstances are serious, the Association will take self-discipline management measures not to accept documents issued by law firms, accounting firms, and other service institutions and their personnel for providing services for private equity fund business activities, and publicize them on the official website:

（1） Relevant documents that contain false records, misleading statements, or significant omissions;

（2） Undertaking private equity fund service business through improper means such as false promises;

（3） Assist private fund managers in handling registration and filing business through fraudulent or other illegal acts or other improper means;

（4） Other circumstances stipulated by the CSRC and the Association.

"Answers to Questions Related to Private Fund Registration and Filing (XIV)"

The applicant institution provides or conspires with law firms, accounting firms, and other third-party intermediaries to provide false registration information or materials; The registration information or materials provided contain misleading statements or significant omissions On the basis of the registered private fund manager publicity system, the China Securities Investment Fund Industry Association will further publicize the non registration application institutions, the law firms and lawyers involved, and establish the following working mechanism:

1、 The China Securities Investment Fund Industry Association will regularly publicize the names of the applicant institutions that are not allowed to register and the reasons for not registering, as well as the list of the law firms and handling lawyers that have issued legal opinions for the institutions.

2、 If a law firm and handling lawyer provide legal services related to the registration of private fund managers for an institution that has been denied registration, and have issued affirmative concluding opinions, the China Securities Investment Fund Industry Association will promptly remind the law firm and handling lawyer of the due diligence and compliance requirements for their relevant businesses through various channels such as telephone communication and on-site interviews.

3、 "If the handling lawyers of a law firm have provided legal services related to the registration of private fund managers for two or more institutions that have been denied registration, and have issued affirmative concluding opinions, for prudent consideration, within three years from the date of publication of the second institution that has been denied registration, the China Securities Investment Fund Industry Association will require the handling lawyers to be provided by the applicant institution that is providing legal services related to the registration of private fund managers,", Submit the review opinions issued by other practicing lawyers from the current law firm on the registration matters of the private fund manager of the applicant institution; The application institution may also hire another law firm to issue a new legal opinion. At the same time, the China Securities Investment Fund Industry Association will notify the relevant law firms that handle lawyers.

4、 "If a law firm accumulatively provides legal services related to the registration of private fund managers for three or more institutions that have been denied registration, and has issued affirmative concluding opinions, for prudent consideration, within three years from the date of publication of the third institution that it serves that has been denied registration, the China Securities Investment Fund Industry Association will require the applicant institution that is providing legal services related to the registration of private fund managers by the law firm,", Recruit another law firm to issue a separate legal opinion on the registration of private fund managers. At the same time, the China Securities Investment Fund Industry Association will notify the relevant information to the judicial administrative authorities and lawyers' associations where the law firms concerned are located.

5、 If a law firm or handling lawyer issues a membership legal opinion or other special legal opinion for a registered private equity fund manager, which contains false records, misleading statements, or significant omissions, and issues affirmative concluding opinions, the provisions of Articles 2, 3, and 4 shall apply.

"China Securities Investment Fund Industry Association's Strict Statement on Private Equity Fund Intermediary Service Institutions Conducting Business in Compliance with the Law"

The Association has never appointed or entrusted any private fund intermediary service institution or individual to handle or verify the registration of private fund managers and private fund filing matters on its behalf. The so-called "package passing", "association internal relationship urging", and "professional removal abnormal publicity" promised by any organization or individual are all scams!

Compared to previous provisions, this article deals with the responsibilities of intermediaries:

1. Higher requirements have been put forward for law firms and their handling lawyers to provide services for private equity fund business activities. The Association will no longer rely on the number of violations as a basis for handling them. However, once relevant violations occur and the circumstances are serious, the Association will no longer accept documents issued by such law firms and their handling lawyers;

"The subjects that were previously rejected for documents only include law firms and relevant handling lawyers, while the new rules expand the scope of subjects to service institutions such as accounting firms and their personnel.".

Article 72

If a private fund manager has any of the following circumstances, the association will make a public announcement to remind him of the risks:

（1） The registration and filing information of the private fund manager has changed and the change procedures have not been completed to the Association in a timely manner as required;

（2） There are abnormalities in the operation, information submission, and information disclosure of private equity funds;

（3） In a state of loss of contact where the association is unable to obtain effective contact;

（4） Is required to issue a special legal opinion in accordance with Articles 73 and 74 of these Measures;

（5） Being imposed administrative penalties or adopting administrative regulatory measures that should be made public by the CSRC and its dispatched offices;

（6） Being listed as a serious breach of trust or being included in the list of persons subject to enforcement of breach of trust;

（7） Other circumstances stipulated by the CSRC and the Association.

If the management scale of private fund managers has been lower than 5 million yuan at the end of each quarter in the past two years, the Association will give special tips on the information disclosure platform.

Instructions for Filing Private Investment Funds

1/(27) [Information Publicity] The manager shall timely report the changes in major issues and liquidation information of private investment funds, and fulfill the obligations of quarterly and annual updates and information disclosure submission of private investment funds on time If the manager fails to fulfill the obligations of quarterly, annual, and major event information update and information disclosure submission on time for a total of two times, the association will list it as an abnormal institution and make it publicly available.

After the filing of private investment funds, the Association will publicize the basic information of private investment funds through the information disclosure platform. For private investment funds with an existing scale of less than 5 million yuan, or a paid-in ratio lower than 20% of the subscribed scale, or individual investors failing to fulfill their first round of paid-in obligations, the Association will continue to prompt in the public information before the above situations are eliminated.

"Notice on Strengthening Self-discipline Management of Private Equity Fund Information Disclosure"

Since the date of issuance of this notice, if private equity fund managers fail to back up the quarterly and annual reports of private equity investment funds in the third quarter of 2018 and subsequent periods, as well as the semi-annual and annual reports of private equity (including venture capital) investment funds in 2018 and subsequent periods on time in the information backup system, the Association will list them as abnormal institutions, and through the private equity fund manager publicity platform（ http://gs.amac.org.cn ）Publicity. Once the private equity fund manager publicizes as an abnormal institution, even if the rectification is completed, it will take at least 6 months to restore the normal institutional publicity status.

Announcement on Special Legal Opinions Submitted by Private Fund Managers under Abnormal Business Situations

2、 Procedures and requirements for submitting special legal opinions

（3） When the abnormal business situation of a private fund manager affects the judgment of potential investors or involves social and public interests, the written notice of the association, the explanation of the private fund manager, and the special legal opinion submitted will be published on the association's website.

"Notice on Establishing a Publicity System for" Lost Connection (Abnormal) "Private Equity Institutions"

Private equity fund managers who encounter the following situations will be identified as "out of touch (abnormal)" private equity institutions: unable to contact through the phone number reserved in the private equity fund registration and filing system, and the Association notifies the institution via email or SMS that no response has been received within the specified time limit. In the event of any of the above situations, the Association will publish a "loss of contact announcement" on its website to urge relevant institutions to actively contact the Association. If the association has not been contacted within 5 working days after the announcement is issued, it will be deemed as a "loss of contact (abnormal)" private equity institution.

For the above institutions, the Fund Industry Association will publicize them in the column "Classified Publicity of Private Fund Managers" on the official website. At the same time, the "loss of connection (abnormality)" situation will be listed in the information disclosed by the private fund manager. If a private fund manager proactively contacts the association within three months and provides relevant information and explanations as required, he/she can be removed from the list of "disconnected (abnormal)" institutions with the consent of the study. If a private fund manager has not actively contacted the association within three months of being listed as "out of touch (abnormal)", the fund industry association will take follow-up self-discipline measures in accordance with the relevant regulations and self-discipline rules such as the Interim Measures for the Supervision and Administration of Private Investment Funds, the Measures for the Registration and Fund Filing of Private Investment Fund Managers (for Trial Implementation), and the Measures for the Implementation of Disciplinary Measures of the China Fund Industry Association (for Trial Implementation), Record the "loss of contact (abnormality)" situation in the integrity file of the relevant institution and report it to the CSRC.

"Announcement on Further Regulating Several Matters Concerning the Registration of Private Fund Managers"

（2） Private fund managers should timely fulfill their information submission obligations

3. Registered private equity fund managers who violate the relevant provisions of the "Interim Regulations on Enterprise Information Publicity" and are included in the list of serious violations of the enterprise credit information publicity system The China Fund Industry Association has listed it on the list of abnormal institutions and publicized it through the private fund manager publicity platform.

Compared to previous provisions, this article has the following aspects in the integrity publicity system:

1. It is stipulated that as long as the administrator fails to fulfill the change procedures in a timely manner due to registration and filing changes, they will be publicized and no longer accumulate the number of times;

2. The lower limit for the fund management scale remains unchanged, but the premise that the "end of each quarter in the past two years" does not reach 5 million yuan is added, which is equivalent to giving the manager a two-year observation period.

Article 73

Private fund managers should continuously comply with the relevant requirements of laws, administrative regulations, and the provisions of the China Securities Regulatory Commission and the Association. "If the requirements are not met, the association will make a public announcement and require it to make corrections within a time limit;"; If the circumstances are serious, the Association will take self-discipline management measures to suspend the filing of private equity funds; If it fails to correct within the time limit or fails to meet the requirements after correction, and the circumstances are particularly serious, the association will cancel the registration of private fund managers.

The Association may require private fund managers to entrust a law firm to issue a special legal opinion in accordance with relevant regulations to verify the rectification situation and provide legal opinions on whether it meets relevant requirements.

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

Article 14 If a registered private fund manager fails to comply with these regulations before the implementation of these regulations, the following requirements shall apply:

（1） Those who do not comply with Article 4, Article 5, Article 6, Paragraph 1 (9), and Article 11 of these Regulations shall complete rectification within one year from the date of implementation of these Regulations;

（2） If [4] does not comply with Paragraph 3 of Article 6 of these Regulations, rectification shall be completed within six months from the date of implementation of these Regulations, and the raising and filing of new private equity funds shall be suspended during the rectification period;

（3） In case of non-compliance with Article 6, Paragraph 1, Items (1) to (8), Article 6, Paragraph 1, Items (10), Article 7, Article 9, and Article 12 of these Regulations, the CSRC and its representative offices may handle it in accordance with Article 13 of these Regulations, and the fund industry association may handle it in accordance with laws and regulations.

"Decision on Further Strengthening Self-discipline Management in the Private Equity Fund Industry"

3、 Adhere to the industry bottom line and establish a rapid handling mechanism for abnormal business institutions

For non member private equity fund managers who experience abnormal business situations and fail to proactively eliminate adverse effects, the Association will require them to hire a law firm to submit a legal opinion stating whether they comply with the registration requirements. The Association will announce the cancellation of private fund managers who fail to submit a legal opinion or whose legal opinion determines that they are no longer eligible for registration. The Association will suspend the acceptance of new fund filing applications for private fund managers who have significant operational risks or are under investigation and whose investigation results have not yet been formed.

Compared to previous provisions, there are no significant adjustments or additions to this article.

Article 74

If a private fund manager presents significant operational risks that seriously harm the interests of investors or endanger market order, it shall properly handle and resolve the risks, earnestly perform its duties as a manager, and safeguard the legitimate rights and interests of investors. Its controlling shareholders, actual controllers, general partners, and major contributors should actively cooperate with relevant risk management and resolution efforts, and assume the responsibility of supplementing paid-in capital contributions, maintaining the operation of private fund managers, clearing and collecting fund assets, and appeasing fund investors.

The Association may take measures such as requiring the aforementioned entities to submit self-inspection reports, submit risk disposal plans, regularly report on risk resolution, entrust a law firm to issue special legal opinions, submit financial reports audited by an accounting firm, authentication reports, and agreed procedure reports, and may suspend the processing of private fund manager registration information changes and private fund filing as appropriate.

"Decision on Further Strengthening Self-discipline Management in the Private Equity Fund Industry"

4、 Adhere to the industry bottom line and establish a rapid handling mechanism for abnormal business institutions

For non member private equity fund managers who experience abnormal business situations and fail to proactively eliminate adverse effects, the Association will require them to hire a law firm to submit a legal opinion stating whether they comply with the registration requirements. The Association will announce the cancellation of private fund managers who fail to submit a legal opinion or whose legal opinion determines that they are no longer eligible for registration. The Association will suspend the acceptance of new fund filing applications for private fund managers who have significant operational risks or are under investigation and whose investigation results have not yet been formed.

Compared to previous regulations, this article deals with the risk management of managers:

1. The obligation of the controlling shareholder, actual controller, general partner, and main contributor of the newly added manager to cooperate with risk management and resolution;

On the basis of the previous provisions requiring the manager to submit a special legal opinion, a new verification measure is added, which includes "requiring the manager's controlling shareholders, actual controllers, general partners, and major contributors to submit self inspection reports, submit risk disposal plans, regularly report on risk resolution, and submit audited financial reports, assurance reports, agreed procedures reports, etc.";

3. Add a new self-discipline measure of "suspending the registration information change of the administrator".

We understand that this action is aimed at urging the fund manager and its associated entities to take active action and do their utmost to mitigate relevant risks, in order to effectively safeguard the legitimate rights and interests of fund investors.

Article 75

If a private fund manager has any of the following circumstances, the Association may, depending on the circumstances, require that the private fund under its management not increase investors and fund size, nor increase investment:

（1） The registration is suspended by the Association due to the circumstances specified in Article 42 of these Measures, and the circumstances are serious;

（2） The circumstances specified in Paragraph 2 of Article 44 of these Measures are particularly serious;

（3） Measures taken by the association to restrict relevant business activities;

（4） The CSRC and its dispatched offices require restrictions on relevant business activities;

（5） Other circumstances stipulated by the CSRC and the Association.

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

Article 14

... (4) Those who do not comply with Articles 8 and 10 of these Regulations shall not increase such investments, raise new funds, or add new investors... [7]

On the basis of the previous provisions, this article expands the situation where no new investors, fund size, and investment are allowed, respectively involving:

1. The manager and its controlling shareholders, actual controllers, general partners, and associated private equity fund managers have significant operational risks, violate laws and regulations, seriously breach trust, violate information reporting regulations, fail to fulfill commitments, fail to cooperate with supervision, and conduct self-discipline management, and the circumstances are serious (i.e., Article 42 of the new regulations);

The mismatch between the manager's capital, personnel, investment ability, risk control level, internal control system, and facilities with their business direction, development planning, and management scale (i.e., Article 44, Paragraph 2 of the new regulations) is particularly serious;

3. Restricted by the association or required by the CSRC and its dispatched offices to restrict business activities.

Article 76

In any of the following circumstances, the Association will cancel the registration of a private fund manager and publicize it:

（1） Actively apply for cancellation of registration for legitimate reasons;

（2） Unless otherwise specified, private equity funds that have been independently issued have not been filed within 12 months after registration, or new private equity funds have not been filed within 12 months after the liquidation of all registered private equity funds;

（3） Dissolution or cancellation according to law, revocation of business license, order to close down, or declaration of bankruptcy according to law;

（4） Other circumstances stipulated by the CSRC and the Association.

If the private equity fund under management has not yet been liquidated due to the cancellation under the first paragraph of the preceding paragraph, the private equity fund manager shall obtain the unanimous consent of the investors or reach a settlement opinion in accordance with the decision-making mechanism agreed upon in the contract.

"Notice on Relevant Work Arrangements for Registration and Filing of Private Equity Funds during the Epidemic Prevention and Control Period"

2、 Properly extend the time limit for newly registered private fund managers to complete the filing of the first private fund product

For newly registered and registered private fund managers who have not yet filed their first product, the filing time limit for the first private fund product has been extended from the original 6 months to 12 months.

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

Article 10 If a private fund manager is dissolved, revoked, or declared bankrupt according to law, its legal representative or general partner shall report to the fund industry association within 20 working days, and the fund industry association shall promptly cancel the registration of the fund manager and make an announcement through the website.

Operation Guide for Asset Management Business Comprehensive Submission Platform Manager Registration Business

When the applicant institution has no funds in operation, it can fill in the materials according to the system prompts and submit an application for deregistration.

Measures for the Registration and Filing of Private Investment Funds

Article 29 【 Fund Contract 】

... (V) When a private fund manager is unable to perform or negligent in performing management responsibilities due to reasons such as loss of contact, cancellation of registration of the private fund manager, bankruptcy, etc., the private fund changes the decision-making mechanism, convening body, voting method, voting procedure, voting proportion, etc. related to the manager, liquidation, etc;

Compared to previous regulations, this article provides for the cancellation of the manager's business (sexual) operations:

1. Add a new situation for the cancellation of managers' operations, namely, "no new funds have been filed within 12 months after the liquidation of private placement funds (unless otherwise specified)" (This situation was mentioned in the draft of private placement regulations for comment, but no formal rules have been issued)

2. Add a processing mechanism after active logout.

Article 77

The Association shall cancel the registration of private fund managers under any of the following circumstances:

（1） Being investigated for legal responsibility for major illegal and criminal acts such as illegal fund-raising and illegal business operations;

（2） The circumstances specified in Item 6, Paragraph 1, Article 25 of these Measures exist;

（3） The financial management department requires the association to cancel its registration;

（4） Being publicized by the association due to loss of contact, and failing to obtain effective contact with the association upon expiration of the publicity period;

（5） Failing to cooperate with administrative supervision or self-discipline management by refusing or obstructing the CSRC and its dispatched offices, associations, and their staff members from exercising their inspection and investigation powers according to law, and the circumstances are serious;

（6） Failing to submit special legal opinions in accordance with the provisions of Articles 73 and 74 of these Measures, or submitting legal opinions that do not meet the requirements or issue negative conclusions;

（7） Other circumstances stipulated by the CSRC and the Association.

Management Measures for Information Disclosure of Private Investment Funds

Article 27 If a private fund manager commits any of the acts mentioned in Article 11 (1), (2), (3), (4), or (7) of these Measures in information disclosure, the China Fund Industry Association may, depending on the seriousness of the situation, take disciplinary actions against the fund manager such as public condemnation, suspension of relevant business operations, revocation of the manager's registration, or cancellation of membership. [8]

"Decision on Further Strengthening Self-discipline Management in the Private Equity Fund Industry"

3、 Adhere to the industry bottom line and establish a rapid handling mechanism for abnormal business institutions

For private fund managers who have been investigated and determined by judicial and regulatory authorities to no longer meet the registration requirements, the Association will directly announce and cancel them based on the investigation and determination results.

"Notice on urging private fund managers who have not fulfilled their information update obligations for a long time to complete the information supplement as soon as possible"

If a private fund manager newly listed on the list of disconnected institutions fails to actively contact the association and provide effective instructions and rectification materials within three months, and meets the conditions for the cancellation of disconnected institutions, the association will cancel the registration of the private fund manager.

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

Article 12 Private equity fund managers, their contributors, and actual controllers, private equity fund custodians, private equity fund sales agencies, and other private equity fund service agencies, as well as their employees, shall cooperate with the CSRC and its dispatched offices in performing their duties in accordance with the law, truthfully provide relevant documents and materials, and shall not refuse, hinder, or conceal them.

……

Article 14 (3) Failure to comply with these regulations Article 12: The fund industry association may handle it in accordance with the law and regulations

Announcement on Special Legal Opinions Submitted by Private Fund Managers under Abnormal Business Situations

5、 Handling of Special Legal Opinions by the Association

（1） If a private fund manager fails to submit a special legal opinion that meets the requirements within 3 months after the written notice is sent, the Association will cancel it in accordance with the relevant provisions of the Announcement on Further Regulating the Registration of Private Fund Managers, and no new registration shall be allowed after the cancellation.

（2） If the special legal opinion issued by a member law firm determines that the private fund manager meets the registration requirements, the association will resume the normal business process of the private fund manager. If it is determined that it no longer meets the registration requirements, it shall be cancelled.

Compared to the previous regulations, the following new situations for the cancellation of registration by managers have been added to this article:

1. The manager has been investigated for legal responsibility for major illegal and criminal acts such as illegal fund-raising and illegal business operations (which is the content of the draft of the private placement regulations for comment, but has not yet been officially introduced);

2. The manager provides false information, misleading statements, or omits significant information, and handles relevant businesses through improper means;

3. The financial management department requires the association to cancel its registration;

4. Being publicized by the association due to loss of contact, and failing to obtain effective contact with the association upon the expiration of the publicity period.

Article 78

After being deregistered, a private fund manager shall meet the following requirements:

（1） No new investors or fund size may be added, and no new investments may be made;

（2） Do not continue to use the words "fund", "fund management", or similar names to conduct private fund business activities, except for matters related to the disposal of existing private funds;

（3） Take appropriate measures to properly dispose of fund assets in accordance with regulations and contractual agreements, and safeguard the legitimate rights and interests of investors;

（4） After the disposal of fund assets is completed, it is necessary to promptly change the name, business scope, or cancel the registration of market entities with the market entity registration authority.

The private fund manager whose registration has been cancelled or cancelled shall not be exempted from the fiduciary management responsibilities and legal responsibilities of the unliquidated private fund due to the cancellation or cancellation of registration by the private fund manager; It is not allowed to evade relevant responsibilities by canceling the registration of market entities, changing the registration place, etc.

"Decision on Further Strengthening Self-discipline Management in the Private Equity Fund Industry"

5、 Handling of Special Legal Opinions by the Association

After the cancellation of the private fund manager, the relevant institutions shall not raise and establish private funds, and the registered private funds shall be properly disposed of in accordance with laws, regulations, and contractual agreements to safeguard the legitimate rights and interests of investors.

"Fund Clearing Commitment Letter" (Appendix 2 to the "Service Guide for Registration and Filing Matters" Private Investment Fund Clearing Business Processing ")

This institution undertakes to abide by departmental rules and self-regulatory rules such as the "Interim Measures for the Supervision and Administration of Private Investment Funds", the "Measures for the Administration of the Raising Behavior of Private Investment Funds", and will not violate regulations to publicize the investment operation of this Fund, conduct fund investment activities in the name of this Fund, or otherwise raise investor funds using this Fund as a carrier after the liquidation of this Fund.

"Notice on Strengthening Self-discipline Management of Institutions with Abnormal Operations"

2、 Self-discipline management measures for institutions with abnormal operations

The responsibilities of private fund managers and relevant parties to private funds are not exempted by the Association's implementation of self-discipline measures such as canceling the registration of managers in accordance with laws, regulations, and self-discipline rules.

Compared to previous provisions, this article:

1. Clarify what is meant by "engaging in fund business activities in the name of the fund", that is, "using the words fund, fund management, or similar names";

2. Clarify the relevant procedures after the disposal of the fund assets, including handling enterprise change registration or cancellation;

3. List the specific ways for managers who have been deregistered to evade their responsibilities (i.e., "deregistration of market entities", "change of registration location", etc.).

Article 79

Under the guidance of the China Securities Regulatory Commission, the Association has established a business collaboration and information sharing mechanism with its local offices, other financial management departments, judicial authorities, local governments, and local industry associations.

Private fund managers, private fund custodians, private fund service institutions, and their employees who violate the provisions of these Measures and are subject to self-discipline management or disciplinary measures by the Association shall be recorded in the integrity archive database of the securities and futures market; Any suspected violation of laws and regulations shall be reported to the CSRC for investigation and punishment; If a person is suspected of committing a crime, he/she shall report to the CSRC and be transferred to the judicial authority for investigation of criminal responsibility.

Interim Measures for the Supervision and Administration of Private Investment Funds

Article 28 The fund industry association shall establish an information sharing mechanism with the China Securities Regulatory Commission, its dispatched offices, and other relevant institutions, regularly summarize and analyze the situation of private equity funds, and promptly provide relevant information about private equity funds.

Article 32 The China Securities Regulatory Commission 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 into the integrity archive database of the securities and futures market; Implement differentiated supervision based on the credit status of private fund managers.

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

Article 24 The Fund Industry Association shall conduct quarterly statistical analysis of private fund managers, practitioners, and private fund situations, and report to the China Securities Regulatory Commission.

Article 30 Private fund managers, senior managers, and other practitioners have the following circumstances If the circumstances are serious, the case shall be transferred to the CSRC for handling:

（1） Violation of the Securities Investment Fund Law and these Measures;

（2） Providing false materials and information or concealing important facts in the registration of private fund managers, fund filing, and other information submissions;

（3） Other circumstances stipulated by laws and regulations, China Securities Regulatory Commission and the Fund Industry Association.

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

Article 13 The CSRC and its dispatched offices shall strictly supervise the private fund business activities of private fund managers, private fund custodians, private fund sales agencies, and other private fund service institutions and their employees in accordance with the law, and severely crack down on various illegal and illegal acts. "For those who violate these regulations, the CSRC and its dispatched offices may, in accordance with the provisions of the Private Placement Measures, take administrative regulatory measures, market entry prohibition measures, and impose administrative penalties, and record them in the China Capital Market Integrity Information Database."; Those suspected of committing a crime shall be transferred to judicial organs for criminal responsibility according to law. "If there are other provisions in laws and administrative regulations such as the Securities Investment Fund Law, such provisions shall prevail.".

This article clarifies the information sharing and self-discipline cooperation mechanism between the Association and institutions such as the China Securities Regulatory Commission.