Legal Trends in the Private Equity Industry (April 2024/Issue 74)
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Lawyer Yang Chunbao was once again selected into the list of
"Excellent Lawyers & Law Firms Recommended by China's Well-known Corporate Lawyers".
This time, Lawyer Yang was selected as "Client Selected Lawyer of 2024".
The lawyers on the list are recommended by China's well-known corporate lawyers.
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Yang Chunbao's Law Team Assists GTEJIA Investment
to Lead the RMB 400 Million D+ Round of Financing for Yingpai Pharmaceuticals
Nanjing Yingpai Pharmaceutical Co., Ltd. recently announced in Shanghai that it has successfully completed a D+ round of financing of RMB 400 million. This round of financing was jointly led by Gaotejia Investment and Xicheng Jinrui, with participation from Yangzhou Guojin Group and Gu Yu Nan Ge. Old shareholders Lilly Asia Ventures and Xiamen Jianfa New Investment continued to increase their investment in this round. Attorneys Yang Chunbao and Guo Zekun assisted Suzhou Gaotejia Xinyin Huixin Fund, a subsidiary of Gaotejia Investment, in completing this investment.
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Yang Chunbao's team was hired as legal counsel for Linyi Shicheng New Energy
Fund Partnership (Limited Partnership) and Shandong Huiyin New Energy Technology Co., Ltd.
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PE Legal Bridge launched "Private Equity Questions" to provide users
with 7x24 real-time legal consulting services on private equity funds,
investment and financing, mergers and acquisitions, and restructuring.
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Dentons Shanghai Corporate Mergers and Acquisitions Group
held a lecture on "Lawyer Services in Equity Investment of Financial Institutions",
with Yang Chunbao as the speaker
The Asset Management Association of China (hereinafter referred to as the "Association") released information on April 8, 2024, stating that the 2024 Annual Working Meeting of the Association's Green and Sustainable Investment Committee proposed that in the sustainable investment ecosystem, the fund industry should strengthen the traditional "long board" of investment research and risk control, make up for the "short board" of complex evaluation standards and weak voice, and build a solid core "bottom board" of information disclosure.
The Association released information on April 18, 2024, stating that the Association's third International Business Committee meeting was held. The meeting mentioned that in recent years, well-known foreign asset management institutions have successively landed in China, accelerating the layout of the domestic market. At the same time, local public and private equity fund companies are actively exploring global investment paths and attracting overseas long-term funds to enter the Chinese market. In the next step, the Association's International Business Committee will build a communication platform for domestic and foreign asset management institutions and institutional investors, provide favorable conditions for domestic fund institutions to "go global", and support foreign institutions to localize the advantages of the group, launch more products and services that match the needs of Chinese market investors, and attract more foreign asset management institutions and long-term capital to come to China to develop and prosper.
The association issued announcements on April 19 and April 26, 2024, stating that 12 private equity fund managers, including Qingdao Tayun Investment Management Co., Ltd., had abnormal operations and failed to submit special legal opinions in compliance with regulations within 3 months after the written notice was issued. Six institutions, including Hangzhou Songqian Asset Management Co., Ltd., could not continue to meet the manager registration requirements. The association will cancel the private equity fund manager registration of the above institutions.
The association issued a notice on April 19, 2024 urging private equity fund managers to log in to the AMBERS system before April 30, 2024, and complete the 2023 private equity fund manager financial information filling in the "Annual Audited Financial Report Update" page of the "Manager Registration" module.
The association published a disciplinary decision on its official website on April 26, 2024. The decision stated that Sanya Zhaoheng Private Equity Fund Management Partnership (Limited Partnership) had violated the rules by failing to open a fundraising settlement fund account and submitting false product registration information to the association. At the same time, Sanya Zhaoheng also used the "separate channel system + spot check system" mechanism for private equity fund product filing to automatically pass the relevant private equity fund product filing. The association has removed Sanya Zhaoheng from the list of private equity fund managers subject to the "separate channel system + spot check system". Based on the above-mentioned violations, the association decided to publicly condemn Sanya Zhaoheng.
Self-regulatory rules
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The Association publishes the business process diagram
and supporting instructions for private fund manager registration
On April 15, 2024, the Association released a business flow chart and supporting instructions for the registration of private fund managers. The flow chart summarizes the registration business of private fund managers into five steps: establishing an industrial and commercial entity, preparing materials, registering an account, submitting materials, and registering with the association, for reference by companies and partnerships (hereinafter referred to as "applicants") that intend to apply for registration of private fund managers. In the industrial and commercial establishment process, the applicant institution needs to go to the market supervision and management department of the proposed place of registration to apply for the establishment of an industrial and commercial entity, and the name and business scope of the applicant institution must comply with relevant requirements. In the process of preparing materials, the applicant institution should prepare relevant materials in accordance with the "Private Investment Fund Registration and Filing Measures" and supporting guidelines, and the law firm is required to issue a legal opinion on whether the applicant institution meets the registration requirements. In the account registration process, the applicant institution needs to register an AMBERS system institutional account, automatically open a practitioner system account at the same time, and apply for institutional qualification administrator permissions, etc. In the process of submitting materials, the applicant institution needs to log in to the AMBERS system to fill in the institutional information, and employees need to fill in the employment information. In the association registration process, the association verifies the registration materials submitted by the applicant institution. The completeness check of the materials will not exceed 5 working days. After confirming that the materials are complete, the association will complete the registration information check within 20 working days. If the application is approved, the contact person of the applicant organization will receive an email from the association with reminders. If the application is terminated, the termination reason will be fed back through the AMBERS system.
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The Association issued the "Guidelines for the Operation of Private Securities Investment Funds"
On April 30, 2024, the Association issued the "Operation Guidelines for Private Securities Investment Funds" (hereinafter referred to as the "Operation Guidelines"). The "Operation Guidelines" consists of 42 articles, covering all aspects of private securities funds, including fundraising, investment, and operation. First, it strengthens the fund-raising requirements, clarifies that the initial fundraising scale of private securities funds shall not be less than RMB 10 million and the ongoing scale shall not be less than RMB 5 million, strengthens the investor suitability requirements, clarifies the early warning stop loss line arrangement, etc. Second, it regulates investment operation behavior, clarifies the investment strategy consistency requirements, proposes a double 25% portfolio investment requirement [1], prohibits multi-layer nesting, regulates bond investment, OTC derivatives trading and program trading, establishes and improves internal control systems, strengthens liquidity management, and clarifies information disclosure requirements. Third, it emphasizes the trusteeship responsibilities, prohibits disguised principal and profit protection, clarifies that channel business shall not be carried out, and that regulatory requirements shall not be circumvented through OTC derivatives and asset management products, regulates the performance remuneration accrual, and ensures fair treatment of investors. Fourth, it establishes the concept of long-term investment and value investment, standardizes the display of fund past performance, guides investors to focus on long-term performance, and strengthens the management of short-term investment behavior. Fifth, it reasonably sets a transition period. On the one hand, for existing funds that do not meet the requirements of portfolio investment, the transition period will be extended to 24 months. The relevant funds can be normally opened for subscription and redemption and normal investment operation during the transition period. On the other hand, relevant funds that still do not meet the relevant terms after the transition period can continue to invest and operate until the expiration of the contract. The association only requires that no new fundraising and extensions be allowed, and does not force any adjustments to positions or sales.
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On April 9, 2024, some private equity fund managers received the "Notice on Reminding Private Equity Fund Managers Who Have Not Managed Funds for 12 Months to Cancel Registration" (hereinafter referred to as the "Notice") sent by the Association. The notice mentioned that according to Article 14 of the "Private Investment Fund Supervision and Administration Regulations" and Article 76 of the "Private Investment Fund Registration and Filing Measures", after all private equity funds managed by private equity fund managers are liquidated, if no new private equity funds are filed within 12 months from the date of completion of liquidation, the registration and filing agency shall promptly cancel the registration of private equity fund managers and make it public. The Association specifically reminds relevant managers who have not managed funds for 12 months that if they have not completed the filing of new private equity funds in the near future, the Association will cancel the registration of private equity fund managers of relevant institutions and make it public in accordance with the above provisions 12 months after the completion of the liquidation of all products. If there is no business development plan, the Association reminds relevant institutions to cancel the registration of private equity fund managers in a timely and proactive manner.
Regulatory and policy developments
On April 12, 2024, the State Council issued the "Several Opinions of the State Council on Strengthening Supervision, Preventing Risks and Promoting High-quality Development of the Capital Market" (hereinafter referred to as "State Nine Articles"). State Nine Articles put forward nine guiding opinions on further promoting high-quality development of the capital market, including overall requirements, strict access to issuance and listing, strengthening supervision of securities and fund institutions, and vigorously promoting the entry of medium- and long-term funds into the market. From the perspective of the private equity fund industry, "State Nine Articles" mentioned that it is necessary to focus on rectifying prominent risks and hidden dangers in the private equity fund field; formulate operating rules for private equity securities funds; establish a market ecology to cultivate long-term investment, and improve the basic system for long-term investment; support the steady development of private equity investment funds and private asset management businesses; further smooth the "raising, investment, management and withdrawal" cycle, and give full play to the role of venture capital and private equity investment in supporting scientific and technological innovation; promote the issuance of judicial documents to combat crimes such as misappropriation of private equity funds; implement and improve tax policies for medium- and long-term funds, private equity venture capital funds, real estate investment trust funds, etc.; and strengthen the responsibility of local governments in resolving and disposing of risks of private equity institutions, etc.
On April 12, 2024, the CSRC issued the 2024 legislative work plan, including striving to revise and issue the "Interim Measures for the Supervision and Administration of Private Investment Funds" and "Measures for the Administration of Information Technology of Securities and Futures Fund Operating Institutions" within the year, and speed up the research and issue the "Measures for the Administration of Securities Investment Fund Custody Business" at an appropriate time. In addition, in 2024, the CSRC will also cooperate with relevant departments of the State Council to formulate and revise administrative regulations such as the "Regulations on the Administration of Real Estate Investment Trust Funds"; organize and carry out the evaluation of the implementation of the "Securities Investment Fund Law" and promote the revision and improvement of the "Securities Investment Fund Law"; cooperate with relevant judicial organs to formulate and revise relevant judicial interpretations in the securities and futures field.
On April 19, 2024, the CSRC issued the "Sixteen Measures of the China Securities Regulatory Commission on the High-level Development of Technology Enterprises in the Capital Market" (hereinafter referred to as the "Sixteen Measures for Technology Enterprises"). The 16th Articles of the Science and Technology Enterprises mentioned that it is necessary to guide private equity venture capital funds to invest in the field of technological innovation, including improving the supervision methods of private equity funds, enriching product types, promoting the development of mother funds, and giving play to the role of private equity venture capital funds in promoting the growth of technology-based enterprises; implementing the "reverse linkage" policy of private equity funds, expanding the pilot program of physical distribution of stocks and share transfers by private equity venture capital funds to investors, broadening exit channels, and promoting the virtuous cycle of "investment-exit-reinvestment". In addition, the 16th Articles of the Science and Technology Enterprises also mentioned that it is necessary to give full play to the function of regional equity markets in serving and cultivating standardized technology-based enterprises. Continuously enrich the service tools and financing products for technology-based enterprises, and study strengthening long-term capital support such as government-guided funds through preferred stocks (rights) and other means.
On April 30, 2024, the Political Bureau of the CPC Central Committee held a meeting. The meeting pointed out that it is necessary to implement the new mechanism of government and social capital cooperation and fully stimulate the vitality of private investment. The meeting emphasized that it is necessary to strengthen the layout of national strategic scientific and technological forces, cultivate and expand emerging industries, advance the layout of future industries, and use advanced technologies to enable the transformation and upgrading of traditional industries. It is necessary to actively develop venture capital and strengthen patient capital. It is necessary to continue to promote the reform and risk reduction of small and medium-sized financial institutions, and take multiple measures to promote the healthy development of the capital market.
Industry News
According to the statistics of MAX, a private equity platform under Qingke Venture, from March 30, 2024 to April 26, 2024, a total of 332 investment, listing and M&A events occurred, involving a total disclosed amount of RMB 116.444 billion. Among them, there were 230 investment events, of which 181 disclosed amount events, totaling RMB 87.464 billion; 91 M&A events occurred, with a disclosed transaction amount of RMB 23.416 billion; a total of 11 companies were listed, with a total financing amount of RMB 5.564 billion.
On April 10, 2024, Zhejiang Equity Exchange Center (hereinafter referred to as "Zhejiang Stock Exchange") successfully handled its first private equity fund share pledge: it successfully handled fund share pledge for Tonglu Science and Technology Innovation Industry Development Investment Co., Ltd. with Zhejiang Merchants Bank, and the pledgee was CITIC Trust Co., Ltd. Behind this move of Zhejiang Stock Exchange is the strong policy support of the China Securities Regulatory Commission and relevant departments of Zhejiang Province: On June 1, 2023, the China Securities Regulatory Commission approved Zhejiang Province to carry out a pilot program for equity investment and venture capital share transfer in the regional equity market. On December 4 of the same year, the Zhejiang Provincial Financial Bureau and six other departments jointly issued the "Notice on Promoting the Pilot Guidance on Equity Investment and Venture Capital Share Transfer", which clearly supports regional equity market operators to carry out fund share custody and pledge registration and other businesses.
On April 25, 2024, the Shanghai Financial Official Weibo released a message saying that recently, the Shanghai Municipal Party Committee Financial Office issued a notice, in accordance with the deployment requirements of the "Several Measures on Further Promoting the High-Quality Development of Shanghai's Equity Investment Industry" ("Several Measures"), to support the creation of equity investment clusters in eight areas including Pudong New Area, Huangpu District, Jing'an District, Xuhui District, Hongkou District, Yangpu District, Minhang District, and Lingang New Area, and simultaneously publicized the list of "one-stop service" departments, district-level government guidance funds, and related support policies for each equity investment cluster. In the next step, the Shanghai Municipal Party Committee Financial Office will work with relevant departments to support equity investment clusters in strengthening comprehensive services in accordance with the relevant requirements of the "Several Measures", formulate and introduce policy measures such as early investment, small investment and technology rewards, expand the scale of district-level government guidance funds, support the implementation of CVC and S funds, and implement investment exit tiered performance rewards and subsidies.
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