1. Private investment funds (hereinafter referred to as private investment funds) refer to investment funds established by raising funds from qualified investors in a non-public way, including companies or partnerships established for investment activities with assets managed by fund managers or general partners.
2. Registration method: online submission of information through electronic system and online review. The website of the system is: (recommended IE browser).
3. Registration process:
4. Contents of registration information: Fill in the basic information of fund managers, senior managers and other employees, shareholders or partners, and managing funds.
5. Time limit for registration: If the materials are complete, the fund industry association shall complete the registration procedures of the private fund manager by publishing the basic information of the private fund manager through the website within 20 working days from the date of receiving all the registration materials.
6. Publicity content: basic information such as the name, establishment time, registration time, address, contact information, principal responsible person and basic credit information of the private equity fund manager.
7. Cancellation of registration: If the registered private fund manager is dissolved, revoked or declared bankrupt according to law, the fund industry association shall cancel the registration of the fund manager in time. -Shenzhen Wu Si has been deregistered.
8. Filing time of private equity fund: The manager of private equity fund shall, within 20 working days after the end of private equity fund raising, file through the private equity fund registration and filing system, indicate the fund type according to the main investment direction of private equity fund, and truthfully fill in basic information such as fund name, fund scale, investor, fund contract (articles of association of the fund company or partnership agreement, hereinafter referred to as fund contract).
Where a corporate fund employs a management team to manage the assets of the fund, the corporate fund shall go through the procedures of fund filing and fund manager registration.
9. Time limit for filing of private equity funds: If the filing materials of private equity funds are complete and meet the requirements, the fund industry association shall complete the filing procedures of private equity funds by publicizing the basic information of private equity funds through the website within 20 working days from the date of receiving all the filing materials. The basic information of private equity fund publicized on the website includes the name of private equity fund, time of establishment, filing time, main investment fields, fund manager and fund custodian.
10. Professionals engaged in private equity fund business should be qualified for private equity fund business and meet one of the following conditions: they have passed the examination organized by the fund industry association, engaged in investment management-related business in the last three years, and other circumstances.
1 1. Information submission: update the information of private investment funds within 5 working days after the end of each month, including scale, unit net value, number of investors, etc.
Update the information of private investment funds within 10 working days after the end of each quarter, including subscription scale, number of investors, main investment direction, etc.
Update the basic information of private fund managers, shareholders or partners, senior managers and other employees, and private funds managed within 20 working days after the end of each year.
Before the end of April each year, fill in the audited financial report through the system.
12. Report within 10 working days after major events occur.
(1) The name and senior management personnel of the private equity fund have changed;
(2) The controlling shareholder, actual controller or executive partner of the private equity fund manager changes;
(3) Division or merger of private fund managers;
(4) The private equity fund manager or senior manager has serious violations of laws and regulations;
(5) Being dissolved, revoked or declared bankrupt according to law;
(six) other major matters that may harm the interests of investors.
13. When a major event occurs during the operation of a private equity fund, the manager shall report it within 5 working days:
(1) The fund contract has undergone major changes;
(two) the number of investors exceeds the provisions of laws and regulations;
(3) fund liquidation or liquidation;
(4) The private fund manager and fund custodian have changed;
(5) Other events that have a significant impact on the continued operation of the fund, the interests of investors and the net asset value.
14, question answer:
(1) Private equity institutions registered in China need to register, and those registered abroad will not be included in the registration for the time being;
(2) Natural persons cannot be registered as private fund managers;
(3) Institutions that have not managed private equity funds can also be registered as private equity fund managers;
(4) The requirement of "silent period" applies to private equity funds, that is, fund managers who resign from public offering fund companies shall not engage in investment, research, trading and other related businesses of private equity funds within 3 months;
15, New Third Board Company's requirements for private equity fund registration and filing:
1. What are the specific requirements for intermediaries to check the filing of private investment funds when enterprises apply for listing?
A: For the enterprises declared since the issuance of this regulatory question and answer letter, intermediaries must check whether there are private investment fund managers or private investment funds, and whether they comply with the corresponding regulations:
1. If the company applying for listing or the shareholders of the company applying for listing belong to private investment fund managers or private investment funds, please ask the sponsoring brokers and lawyers to check whether they have fulfilled the registration and filing procedures in accordance with the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds and the Measures for the Registration and Filing of Private Investment Fund Managers (for Trial Implementation), and please explain the verification in the sponsorship report and legal opinions respectively.
2. When applying for listing and issuing shares at the same time, please ask the sponsoring brokers and lawyers to check whether there are private investment fund managers or private investment funds in the company's stock subscription objects, and whether they have fulfilled the registration and filing procedures in accordance with the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds and the Measures for the Registration and Filing of Private Investment Fund Managers (for Trial Implementation), and please indicate them in the sponsorship report, legal opinions on stock issuance or other special opinions respectively.
2. What are the specific requirements for intermediaries to verify the filing of private equity funds in the issuance and financing of listed companies and major asset restructuring?
A: Since the issuance of this regulatory question and answer letter, in the filing materials of stock issuance financing submitted by listed companies, the sponsoring brokers and lawyers should respectively check whether there are private investment fund managers or private investment funds among the stock subscription targets and existing shareholders of listed companies. Whether the registration and filing procedures have been fulfilled in accordance with the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds and the Measures for the Registration of Private Investment Fund Managers and Fund Filing (Trial). , and the verification objects, verification methods and verification results are specified in the Opinions of Sponsoring Brokers on Legal Compliance of Stock Issuance and Legal Opinions on Stock Issuance respectively.
Since the issuance of this regulatory question and answer letter, in the Report of Independent Financial Advisers and Legal Opinions on Major Asset Restructuring of Listed Companies disclosed by listed companies, independent financial advisers and lawyers should respectively check whether there are private investment fund managers or private investment funds among counterparties and existing shareholders of listed companies, and whether they comply with the Securities Investment Fund Law, Interim Measures for the Supervision and Administration of Private Investment Funds, and Measures for the Registration and Filing of Private Investment Fund Managers (Trial).
16, q: what are the requirements for the filing of private investment funds in the examination of administrative licensing for mergers and acquisitions of listed companies?
A: The Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds, the Measures for the Registration of Private Investment Fund Managers and the Filing of Funds (Trial) and other relevant laws, regulations and self-discipline rules clearly stipulate the filing of private investment funds, and the investment operation of private investment funds should comply with the corresponding provisions.
In the application of administrative license for merger and reorganization, private investment funds generally participate in five ways: first, listed companies issue shares to buy assets as the issuing object; Second, in the application for merger or division of listed companies, as shareholders of unlisted companies (acquirers or non-acquirers); Third, in the matching financing application, it is the object of lock-price issuance; Fourth, in the matching financing application, it is the inquiry object; Fifth, as an applicant, when applying for exemption from the obligation of offer.
Intermediary institutions shall check whether the above investors belong to private investment funds as stipulated in the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds and the Measures for the Registration of Private Investment Fund Managers and the Filing of Funds (for Trial Implementation), and whether they have fulfilled the filing procedures as required, and express clear opinions.
Specifically, for the first, second and third cases, the independent financial adviser and the law firm should disclose the verification opinions in the independent financial adviser's report and legal opinion respectively; If it is necessary to go through the filing procedures, it shall be done before it is submitted to the reorganization Committee for deliberation. In the fourth case, independent financial consultants and law firms should check after receiving the investor's quotation and before sending the payment notice to the investor, and express their verification opinions in the compliance report; The verification opinions of the intermediary institutions shall be disclosed in the issuance report. In the fifth case, the financial adviser (if any) and the law firm should disclose the verification opinions in the financial adviser's report and legal opinions; If it is required to go through the filing formalities, it should be done before I accept it.
This question and answer shall be implemented as of the date of publication. This Q&A opinion is applicable to the accepted application for administrative license of merger, acquisition and reorganization from the date of promulgation.
17. What are the specific requirements for intermediaries to check the filing of private investment funds in the issuance supervision work?
A: The Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds, the Measures for the Registration of Private Investment Fund Managers and the Filing of Funds (Trial) and other relevant laws, regulations and self-discipline rules clearly stipulate the filing of private investment funds, and the investment operation of private investment funds should comply with the corresponding provisions.
From the perspective of issuance supervision, private equity funds generally participate in securities investment in four ways: first, private equity funds invest in shares or transfer shares before the initial public offering of enterprises; Second, when the first-time enterprise issues new shares, private equity funds participate in the inquiry and subscription of new shares as offline investors; Third, when listed companies issue equity securities (including common shares, preferred shares, convertible bonds, etc.). In a private way, the issuer's board of directors determines the private equity investment fund as an investor in advance; Fourth, when listed companies issue securities in a non-public way, private equity funds participate in securities issuance as offline subscribers.
The sponsor and the issuer's lawyer (hereinafter referred to as the intermediary agency) shall check whether the above-mentioned investors belong to the private investment funds stipulated in the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds and the Measures for the Registration and Filing of Private Investment Fund Managers (for Trial Implementation) and express their opinions.
Specifically, for the first mode (Pre-IPO) and the third mode (three-year fixed increase), the intermediary agency should check whether there are private equity funds among the issuer's shareholders or investors determined in advance, and whether the filing procedures are fulfilled as required, and check the verification objects, verification methods and verification conditions in the issuance recommendation, issuance recommendation work report, legal opinion and lawyer's work report respectively. For the second method (IPO offline inquiry), the sponsor institution or lead underwriter shall disclose the relevant filing requirements of offline investors in the inquiry announcement, conduct verification after the initial inquiry and before offline subscription, disclose the specific verification results in the issuance announcement before offline subscription, and explain them in the underwriting summary report; Witness lawyers shall issue verification opinions on investors' filing in special legal opinions. For the fourth method (one-year fixed increase), the sponsor institution or lead underwriter shall check after receiving the investor's quotation and before sending the payment notice to the investor, and record the relevant information in the compliance report in detail; The issuer's lawyer shall issue verification opinions in the compliance report; The issuance report shall disclose the verification opinions of the intermediary institutions.
This regulatory question and answer shall be implemented as of the date of promulgation. Enterprises that have been accepted before but have not yet arranged for the trial meeting shall submit special verification documents as soon as possible according to the above requirements; An enterprise that has arranged an audit meeting and passed the audit meeting and has not yet started issuing shall submit supplementary verification documents according to the post-meeting procedures.
18. A securities investment consulting company shall go through the registration formalities with China Asset Management Association (hereinafter referred to as "Fund Industry Association") in accordance with the regulations, and can only engage in private fund management business after completing the registration formalities and obtaining the registration certificate of private fund manager.
19. Relevant regulations on opening accounts for private equity funds:
1. Private equity funds shall be opened by fund managers, and private equity funds with asset custodians may also be opened by asset custodians.
Private fund managers or asset custodians who open securities accounts for private funds should go directly to our (Deng Zhong) Shanghai and Shenzhen branches (hereinafter referred to as "the Company").
Two, private fund managers to set up private funds, can apply for opening securities accounts according to different securities trading places.
Three. The name of the securities account of the private equity fund is "full name of the fund manager-name of the private equity fund", the ID number is the registration number in the business license of the fund manager, and the organization code is the code in the organization code certificate of the fund manager.
The name of the securities account of a private equity fund shall appropriately reflect the product attributes.
Four, apply for opening a private equity account must provide the following materials:
(1) application form for institutional securities account registration;
(2) Original and photocopy of relevant certification documents of China Asset Management Association (hereinafter referred to as "Fund Industry Association") agreeing to the registration of private fund managers;
(3) The original and photocopy of the relevant certification documents for the filing of private equity funds issued by the fund industry association;
(4) Copies of valid identification documents such as the business license and organization code certificate of the fund manager (with official seal);
(5) The power of attorney of the legal representative (or person in charge) of the unit where the manager works, the certificate of the legal representative (or person in charge) and a copy of the valid identity certificate of the legal representative (or person in charge) (stamped with the official seal of the unit and signed by the legal representative or person in charge);
(6) The valid identity certificate of the agent and its copy.
When a private equity fund with an asset custodian applies for opening an account, it must also provide a copy of the approval of the qualification of the fund custodian by the China Securities Regulatory Commission and other relevant competent departments (with the official seal of the fund custodian), the original and copy of the custody agreement signed between the fund manager and the asset custodian, a copy of the business license of the asset custodian and other valid identification documents (with the official seal).
Private fund managers or asset custodians apply for opening such accounts again. If the materials in Items (2) and (4) and valid identification documents such as fund custodian qualification approval documents and asset custody business licenses have not changed, they need not be provided again.
5. To apply for opening a private equity securities account, the duration of the private equity fund must be registered. If the private equity fund is postponed, the private equity fund manager or asset custodian shall submit the extension certificate (with official seal) and handle the change registration in time.
Six, the name of the private equity fund changes, it should provide a new application for private equity fund registration certificate and other related materials.
7. If there is no transaction within 6 months after the securities account is opened, the private equity fund manager or asset custodian shall go through the cancellation procedures of the securities account within 15 working days after the above-mentioned situation occurs; If the securities account is not cancelled as required, the Company has the right to cancel or restrict the use of the account.
Eight, private fund managers should strengthen self-discipline, and may not apply for opening a securities account for private funds specializing in the subscription of new shares and the speculation of risk warning shares (ST shares).
According to the requirements of the regulatory authorities, the Company conducts statistical monitoring on the opening and use of securities accounts of private equity funds.
Nine, private equity funds to participate in the securities market investment activities by the company is responsible for the settlement, you can use the securities company settlement or custodian settlement.
The settlement method of a securities company is that the securities company completes the fund settlement of all customer securities transactions, including private equity funds, through its customer settlement reserve account opened in the company.
Custody settlement mode is that the custodian completes the fund settlement of securities transactions of private equity funds and other products under his custody through his custody settlement reserve account opened in the company's name. Where the private equity fund transaction adopts the method of custody settlement, a special marketing unit shall be used and the written consent of the Exchange shall be obtained in advance. At the same time, the custodian must sign the relevant securities fund settlement agreement with the company in advance, and bear the final settlement responsibility for the multilateral netting business. For multiple products settled by the same custodian and managed by the same manager, the custodian * * * can use the same special marketing unit for transaction settlement and handle the detailed settlement of securities transactions of each product by himself.
20, private equity fund information classification publicity system
First, the scope of classified publicity
(1) scale publicity
The scale of the managed fund shall be subject to the subscription scale declared by the manager in the registration and filing system. Funds refer to funds in operation, excluding funds that have been liquidated. According to the different types of funds managed by private fund managers, different classification standards are selected. Managers whose management scale is lower than the lower limit of the interval are not included in the scope of classified publicity.
1, private equity fund (self-issued)
It is divided into four scales: more than 5 billion yuan, 2-5 billion yuan,1-2 billion yuan, 1- 1 billion yuan.
2. Private equity fund (consultant management)
It is divided into four scales: more than 5 billion yuan, 2-5 billion yuan,1-2 billion yuan, 1- 1 billion yuan.
3. Private equity funds
It is divided into three scales: more than 654.38+0 billion yuan, 565.438+0 billion yuan and 2-5 billion yuan.
4. Venture Capital Fund
Divided into 1 100 million yuan, 554.38+0 billion yuan, and 200-500 million yuan.
5. Other private equity funds
Divided into 1 100 million yuan, 554.38+0 billion yuan, and 200-500 million yuan. Such publicity contents include basic information such as the name, registration number, registration time, establishment time and registration place of the private equity fund manager. The intervals are arranged in the order of registration numbers. In view of the fact that some institutions may be unwilling to publicize the scale of the funds they manage, if this happens, such publicity will indicate that "some managers who manage large-scale funds do not make such publicity on the basis of fully respecting the wishes of the parties".
For managers who manage different types of private equity fund products, statistics are made according to the subscription scale of different types of funds managed.
(2) timely publicity
This kind of publicity mainly includes that the management fund scale is zero, and the paid-in capital is less than 25% of the registered capital or less than 6,543,800 yuan. The publicity content includes basic information such as the name, registration number, registration time, establishment time and registration place of the private equity fund manager. Among them, if the paid-in capital is involved, the publicity content also includes the paid-in capital amount and the proportion of the registered capital.
(3) Integrity publicity
1, false report
There are four related situations: the basic information of institutions is inconsistent with the basic registration information of industry and commerce; The shareholder information is inconsistent with the industrial and commercial information; The results of qualification examination of senior managers' fund are inconsistent with the information provided; Falsely reporting the total number of employees.
2. Major omissions
Relevant information includes four items: information in fund operation is not filled in or omitted; Failing to fill in the basic information of investment projects; Lack of institutional financial data; Failure to fill in relevant violations of laws and regulations and bad records.
3, in violation of the three bottom lines
Relevant information includes three items: public announcement; Selling to unqualified investors; Violate the bottom line of professional ethics.
4. Relevant entities have bad credit records.
Bad credit records mainly include that private fund managers, actual controllers and related senior executives are subject to administrative punishment by China Securities Regulatory Commission or disciplinary action by China Fund Industry Association. The related information in the publicity information will provide the inquiry link of information disclosure of China Securities Regulatory Commission and punishment of China Fund Industry Association.
Integrity publicity includes the name, registration number, registration time, establishment time, registration place, relevant information and rectification of the private equity fund manager. Private fund managers who are listed as false reports, major omissions and violations of the three bottom lines have completed rectification, and are not included in such publicity.
The classified publicity of private fund managers adopts dynamic management and will be updated in time according to the data of the registration and filing system.
Second, the handling of objections to classified publicity information
(a) the parties are unwilling to publicize or have objections to the publicity information.
1, for the scale of publicity, verify the situation. If there are no other illegal acts, then do a good job of explanation, fully respect the wishes of the parties, and do not publicize.
2. In case of instant integrity publicity, compulsory publicity and self-discipline inspection shall be conducted. There are other illegal acts, as the case may be, take self-discipline measures or report to the China Securities Regulatory Commission.
(two) the public has any objection to the publicity information.
For such objections, the Association will conduct self-discipline inspection, and if there are other violations of laws and regulations, it will take self-discipline measures or report to the China Securities Regulatory Commission as appropriate.