Measures for the management of private equity fund raising before the effective date of July 15?

Measures for the Administration of Raising Behavior of Private Equity Investment Funds

Chapter I General Provisions

Article 1 These Measures are formulated in accordance with the provisions of the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Equity Funds (hereinafter referred to as the Interim Measures for Private Equity Funds) and other laws and regulations in order to regulate the raising of private equity funds, promote the healthy development of the private equity fund industry and protect the legitimate rights and interests of investors and related parties.

Article 2 These Measures shall apply to private fund managers who raise funds from investors in a non-public way, institutions registered with China Securities Regulatory Commission and qualified for fund sales, and members of China Asset Management Association (hereinafter referred to as fundraising institutions) and their employees.

Institutions registered as private fund managers in China Asset Management Association (hereinafter referred to as China Fund Association) can raise private funds by themselves, and institutions registered in China Securities Regulatory Commission and having become members of China Fund Association (hereinafter referred to as fund sales organizations) can accept the entrustment of private fund managers to raise private funds. No other institution or individual may engage in fundraising activities of private equity funds.

The term "offering" as mentioned in these Measures includes private equity fund promotion, fund share (equity) sales, fund share (equity) subscription/subscription (subscription), redemption (withdrawal) and other activities.

Article 3 These Measures shall apply to the participation of fund outsourcing service institutions in private fund raising business.

The term "fund outsourcing service institutions" as mentioned in these Measures includes fund sales institutions that provide fundraising services for private fund managers, and institutions that provide payment and settlement services, supervision of private fund fundraising and settlement funds, share registration and other services related to private fund fundraising. The above-mentioned fund outsourcing service institutions shall abide by the relevant management measures of China Fund Industry Association on fund outsourcing services.

Article 4 Personnel engaged in private fund raising business shall have the qualification of fund practice (including the original fund sales qualification), abide by laws, administrative regulations and the self-discipline rules of China Fund Industry Association, abide by professional ethics and code of conduct, and participate in follow-up practice training.

Article 5 China Fund Industry Association shall conduct self-discipline management of private fund raising activities in accordance with laws and regulations, relevant regulations of China Securities Regulatory Commission and self-discipline rules of China Fund Industry Association.

Chapter II General Provisions

Article 6 A fundraising institution shall fulfill its duties, be honest and trustworthy, be cautious and diligent, guard against conflicts of interest, fulfill the obligations of explanation, anti-money laundering and other related obligations, and undertake related responsibilities such as the determination of specific targets, the examination of investors' suitability, the promotion of private equity funds and the confirmation of qualified investors.

Raising institutions and their employees shall not engage in illegal activities such as misappropriating fund property and clients' funds, and trading by using undisclosed information related to private equity funds.

Article 7 A private equity fund manager shall perform the obligations of trustee and assume the fiduciary responsibility of the fund contract, articles of association or partnership agreement (hereinafter referred to as the fund contract). Where a fund sales agency is entrusted to raise private equity funds, the private equity fund manager shall not be exempted from the responsibilities that should be borne by the law because of the entrusted raising.

Article 8 Where a private equity fund manager entrusts a fund sales institution to raise private equity funds, it shall sign a fund sales agreement in written form, and take the division of rights and obligations between the private equity fund manager and the fund sales institution and other parts involving the interests of investors as an annex to the fund contract. The fund sales organization is responsible for explaining the relevant contents to investors.

If the fund sales agreement is inconsistent with the fund sales content as an annex to the fund contract, the annex to the fund contract shall prevail.

Article 9 No institution or individual may raise financial products with private equity fund shares or their income rights as investment targets in order to evade the standards of qualified investors, and may not illegally split and transfer private equity fund shares or their income rights, thus breaking through the standards of qualified investors in disguise. A fundraising institution shall ensure that investors know the conditions for the transfer of private equity funds.

Investors shall make a written commitment to buy private equity funds for themselves, and no institution or individual may buy private equity funds for the purpose of illegal split and transfer.

Article 10 A fund-raising institution shall keep the business secrets and personal information of investors strictly confidential. Unless otherwise stipulated by laws, regulations and self-discipline rules, it shall not be disclosed to the public.

Article 11 A fundraising institution shall properly keep the investor's suitability management, other records and other relevant materials related to the private fund fundraising business, and the retention period shall be no less than 65,438+00 years from the date of termination of fund liquidation.

Article 12 The fundraising institution or the responsible party agreed in the relevant contract shall open a special account for the fundraising and settlement of private equity funds, which shall be used to uniformly collect the fundraising and settlement funds of private equity funds, distribute the income to investors, pay the redemption money, and distribute the remaining fund property after the liquidation of the fund, so as to ensure the return of the funds.

The settlement funds raised by private equity funds as mentioned in these Measures refer to the circulating funds collected by the raising institution and transferred between the investor's fund account and the private equity fund property account or the custody fund account. The raised settlement funds shall be set aside from the investor's fund account and belong to the investor's legal property before reaching the private equity fund property account or the custody fund account.

Article 13 A fund-raising institution shall sign an account supervision agreement with the regulatory agency, specifying the control right, the division of responsibilities and the provisions for ensuring the safety of fund transfer of the special account for raising and settlement of private equity funds. The regulatory agency shall, in accordance with the provisions of laws and regulations and the agreement on account supervision, effectively supervise the special account for raising and settlement funds, and bear joint and several responsibilities for ensuring the transfer safety of raising and settlement funds of private equity funds.

Commercial banks, securities companies and other financial institutions that have obtained the qualification of fund sales business can simultaneously serve as raising institutions and regulatory agencies in the process of raising the same private equity fund. Institutions that meet the above conditions should establish a complete firewall system to prevent conflicts of interest.

The term "regulatory agencies" as mentioned in these Measures refers to China Securities Depository and Clearing Co., Ltd., commercial banks and securities companies that have obtained the qualification of fund sales business, and other institutions as stipulated by China Fund Industry Association. Regulators should become members of China Fund Industry Association.

The private fund manager shall submit the information of the special account for private fund raising and settlement funds and its regulatory agency to the China Fund Industry Association.

Article 14 Institutions participating in the opening and use of special accounts for the raising and settlement of private equity funds shall not incorporate the raising and settlement of private equity funds into their own property. It is forbidden for any unit or individual to misappropriate the settlement funds raised by private equity funds in any form. When private fund managers, fund sales organizations, fund sales and payment organizations and fund share registration organizations go bankrupt or liquidate, the settlement funds raised by private funds do not belong to their bankruptcy property or liquidation property.

Article 15 The following procedures shall be followed when raising private equity funds:

(1) Determination of specific objects;

(2) Appropriate matching of investors;

(3) Disclosure of fund risks.

(4) Confirmation by qualified investors;

(5) Cooling-off period for investment;

(6) Return visit for confirmation.

Chapter III Determination of Specific Objects

Article 16 A fund-raising institution can only publicize the brand, development strategy, investment strategy, management team and senior management information of private equity fund managers and the basic information of registered private equity funds publicized by China Fund Industry Association through legal channels.

Private fund managers shall ensure that the above information is true, accurate and complete.

Article 17 A fundraising institution shall publicize and recommend private equity funds to specific targets. Private equity funds may not be promoted to anyone without procedures for determining specific targets.

Article 18 Before introducing private equity funds to investors, a fundraising institution shall go through the procedures of determining specific targets through questionnaires and other means, and evaluate investors' risk identification ability and risk-taking ability. Investors shall make a written commitment to meet the standards of qualified investors.

The validity period of investor evaluation results shall not exceed 3 years at the longest. When the fund-raising institutions recommend private equity funds to investors again after the deadline, it is necessary to re-evaluate the risks of investors. Investors who have held the same private placement product for more than 3 years do not need to conduct investor risk assessment again.

Investors can take the initiative to apply for re-evaluation of their risk-taking ability when their risk-taking ability has undergone major changes.

Article 19 A fundraising institution shall establish a scientific and effective investor questionnaire survey and evaluation method to ensure that the questionnaire results match the risk identification ability and risk-taking ability of investors. The fund-raising institution shall obtain the information of investor questionnaire survey on the premise of voluntary investors. The main contents of the questionnaire survey shall include but not limited to the following aspects:

(1) Basic information of investors, in which the basic information of individual investors includes identity information, age, education, occupation, contact information and other information; The basic information of institutional investors includes the necessary information and contact information for industrial and commercial registration;

(2) Financial status, in which the financial status of individual investors includes information such as financial assets, personal average annual income in the last three years, and the proportion of income that can be used for financial investment; The financial status of institutional investors includes information such as net assets;

(3) investment knowledge, including financial laws and regulations, investment market and products, risk knowledge of private equity funds, participation in professional training and other information;

(4) Investment experience, including investment period, actual investment product type, number of financial products invested, financial market conditions involved in investment, etc. ;

(5) Risk preference, including investment purpose, degree of risk aversion, planned investment period, anxiety state when investment fluctuates, etc.

For details, please refer to Annex I of Guidelines on the Contents and Format of Private Equity Investor Questionnaire (Personal Edition).

Article 20 Before a fundraising institution introduces private equity funds to investors online through Internet media, it shall set up procedures for determining specific objects online, and investors shall promise to meet the standards of qualified investors. The aforementioned online specific object determination program includes but is not limited to:

(a) investors truthfully fill in the true identity information and contact information;

(2) The fundraising institution shall verify the user's registration information by effective means such as verification code;

(3) Investors read and agree to the network service agreement of the fundraising institution;

(4) Investors read and actively confirm that they are in compliance with the provisions on qualified investors in Chapter III of the Private Placement Measures;

(5) Questionnaire survey on online declaration of investors' risk identification ability and risk tolerance;

(6) According to the questionnaire survey and its evaluation method, the fundraising institution confirms the risk identification ability and risk-taking ability of investors online.

Chapter IV Promotion of Private Equity Fund

Article 21 A fundraising institution shall conduct risk rating on private equity funds by itself or by entrusting a third-party institution, and establish scientific and effective risk rating standards and methods for private equity funds.

A fundraising institution shall, according to the risk types and rating results of private equity funds, recommend private equity funds to investors that match their risk identification ability and risk-taking ability.

Twenty-second private equity fund recommendation materials shall be produced and used by private equity fund managers. Private equity fund managers shall be responsible for the authenticity, completeness and accuracy of the contents of private equity fund promotion materials.

Except for the fund sales organization entrusted by the private equity fund manager, which can use the recommendation materials to promote and promote to specific targets, no other organization or individual may use, change or use the private equity fund recommendation materials in disguised form.

Article 23 A fundraising institution shall disclose the information of private equity funds to investors in a reasonable way, reveal the investment risks, and ensure that the relevant contents in the publicity materials are clear and eye-catching. The contents of publicity materials for private placement funds shall be consistent with the main contents of the fund contract, and there shall be no false records, misleading statements or major omissions. If there is any inconsistency, it should be explained to investors in particular. Publicity materials for private equity funds include but are not limited to:

(1) The name and fund type of the private placement fund;

(2) Basic information such as the name of the private fund manager, the registration code of the private fund manager and the fund management team;

(3) Public information of private fund managers and private funds of China Fund Industry Association (including relevant credit information);

(4) Custodians of private equity funds (if they are not available, they should be marked in bold font) and other service providers (such as law firms, accounting firms and custody institutions). ), whether to hire an investment consultant, etc. ;

(5) outsourcing of private equity funds;

(six) the investment scope, investment strategy and investment restrictions of private equity funds;

(seven) the matching of private equity fund income and risk;

(eight) the risk disclosure of private equity funds;

(9) Information on the special account for raising and settlement funds of private equity funds and its regulatory agencies;

(ten) the main expenses and rates borne by investors, and the important rights of investors (such as the restrictions, time and requirements of subscription, redemption and transfer, etc.). );

(eleven) the main expenses and rates borne by the private equity fund;

(twelve) the content, method and frequency of information disclosure of private equity funds;

(thirteen) clearly pointed out that the document shall not be copied or circulated to third parties;

(fourteen) if the private equity fund takes the form of partnership or limited liability company, it shall be clearly stated that the access agreement cannot replace the partnership agreement or articles of association. Explain that according to the provisions of the Partnership Enterprise Law or the Company Law, the partnership agreement and articles of association shall be concluded in writing by all partners and shareholders through consultation. Where an application is made for the establishment of a partnership enterprise or company or the change of partners or shareholders, the registration of establishment and change shall be handled with the enterprise registration authority;

(15) Other contents stipulated by China Fund Industry Association.

Twenty-fourth fundraising institutions and their employees are prohibited from the following acts when promoting private equity funds:

(1) Public promotion or disguised public promotion;

(2) The recommended materials contain false records, misleading statements or major omissions;

(3) Promise that investors' funds will not be lost in any way, or promise investors a minimum return in any way, including publicizing "expected return", "expected return", "predicted investment performance" and other related contents;

(4) exaggerating or unilaterally promoting the fund, and illegally using words such as "safety", "guarantee", "commitment", "insurance", "hedging", "capital preservation", "high yield" and "risk-free" which may mislead investors to make risk judgments;

(five) the use of "want to buy as soon as possible", "buying time" and other one-sided emphasis on the time limit of centralized marketing;

(6) Recommend or unilaterally extract the past overall performance or past fund product performance of less than 6 months;

(seven) congratulations, compliments or recommendations issued by individuals, legal persons or other organizations;

(eight) the use of incomparable, unfair, inaccurate and authoritative data sources and methods for performance comparison, arbitrary use of "best performance", "largest scale" and other related terms;

(nine) maliciously belittle peers;

(10) Allow employees who are not in this institution to publicize private equity funds;

(eleven) to recommend private equity funds that are not established or raised by this institution;

(twelve) other acts prohibited by laws, administrative regulations, China Securities Regulatory Commission and China Fund Association.

Article 25 A fundraising institution shall not publicize private equity funds through the following media channels:

(1) Publicly publishing materials;

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

(3) Posters and outdoor advertisements;

(four) television, movies, radio and other audio-visual media;

(5) advertisements, blogs, etc. Link to public websites;

(6) Internet media such as official website, WeChat circle of friends, etc., which have not set specific object determination procedures;

(seven) lectures, reports and analysis meetings without specific object determination procedures;

(eight) telephone, SMS, email and other communication media that have not set up a specific object determination program;

(nine) other acts prohibited by laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the self-discipline rules of the China Fund Industry Association.

Chapter V Confirmation of Qualified Investors and Signing of Fund Contracts

Article 26 Before an investor signs a fund contract, the fundraising institution shall explain the relevant laws and regulations to the investor, explain the procedural arrangements such as the cooling-off period of investment and the confirmation of return visit, as well as the relevant rights of the investor, focus on revealing the risks of the private equity fund, and sign a risk disclosure book with the investor.

The contents of the risk disclosure book include but are not limited to:

(1) Special risks of private equity funds, including the risks involved in the inconsistency between the fund contract and the contract guidelines of China Fund Association, the risks involved in fund non-custody, the risks involved in entrusted fund raising, the risks involved in outsourcing matters, the risks involved in hiring investment consultants, and the risks involved in not registering with China Fund Association;

(2) The general risks of private equity funds include capital loss risk, fund operation risk, liquidity risk, raising failure risk, investment target risk and tax risk. ;

(3) Investors shall confirm the important clauses in the fund contract concerning the rights and interests of investors one by one, including the rights and obligations of the parties, fees and taxes, and dispute settlement methods.

For details of the Guidelines on the Content and Format of Risk Disclosure of Private Investment Funds, please refer to Annex II.

Article 27 After the risk disclosure of private equity funds is completed, the fundraising institution shall require investors to provide necessary asset certification documents or income certificates.

The fundraising institution shall reasonably and prudently examine whether the investors meet the standards of qualified investors of private equity funds, fulfill the anti-money laundering obligations in accordance with the law, and ensure that the cumulative number of investors of a single private equity fund does not exceed the specific number stipulated by the Securities Investment Fund Law, the Company Law, the Partnership Enterprise Law and other laws.

Article 28 According to the Measures for Private Placement, a qualified investor in a private placement fund refers to an institution or individual with corresponding risk identification ability and risk-taking ability, and the investment amount of a single private placement fund is not less than 6,543,800 yuan, and meets the following relevant standards:

(a) institutions with net assets of not less than 6,543,800 yuan;

(2) Individuals whose financial assets are not less than 3 million yuan or whose average annual income in the last three years is not less than 500,000 yuan.

The financial assets mentioned in the preceding paragraph include bank deposits, stocks, bonds, fund shares, asset management plans, bank wealth management products, trust plans, insurance products, futures rights and interests, etc.

Twenty-ninth parties shall sign a private equity fund contract after completing the confirmation procedure of qualified investors.

The fund contract shall stipulate that investors shall be given a cooling-off period of not less than 24 hours. During the cooling-off period, the fundraising institution shall not take the initiative to contact investors.

(1) The private equity investment fund contract shall stipulate that the investment cooling-off period shall be calculated after the fund contract is signed and the investor pays the subscription funds;

(two) the provisions of the cooling-off period for private equity funds, venture capital funds and other private equity funds can refer to the relevant requirements of the preceding paragraph for private equity funds, or they can be agreed by themselves.

Article 30 A fundraising institution shall, after the cooling-off period of investment is over, instruct its personnel other than those engaged in fund sales promotion business to pay a return visit to the investment by recording telephone calls, emails, letters and other appropriate means. There shall be no induced statements during the return visit. The return visit confirmation made by the fundraising institution during the investment cooling-off period is invalid.

The return visit shall include but not limited to the following contents:

(1) Confirm whether the interviewee is an investor or an institution;

(two) to confirm whether the investor has purchased the fund products for himself, and whether the investor has signed or sealed the fund products as required;

(3) Confirm that investors have read and understood the contents of the fund contract and risk disclosure;

(four) to confirm whether the investor's risk identification ability and risk-taking ability match the private equity fund products invested;

(five) to confirm whether the investors are aware of the main expenses and rates borne by investors, the important rights of investors and the contents, methods and frequency of information disclosure of private equity funds;

(six) to confirm whether the investors are aware of the possible investment losses in the future;

(seven) to confirm whether the investor knows the start time, period and rights of the investment cooling-off period;

(8) Confirm whether the investors are aware of the dispute settlement arrangements.

Article 31 The fund contract shall stipulate that the investor has the right to terminate the fund contract before the successful return visit of the fundraising institution is confirmed. When the above situation occurs, the fundraising institution shall timely return all the subscription funds of investors in accordance with the contract.

Without a return visit to confirm the success, the subscription funds paid by investors shall not be transferred from the raised fund account to the fund property account or the custody fund account, and the private fund manager shall not invest in the subscription funds paid by investors.

Article 32 The provisions of Articles 17 to 21 and Article 26 to 31 of these Measures shall not apply to private equity fund investors under the following circumstances:

(1) Social security funds, enterprise annuities and other pension funds, charitable funds and other social welfare funds;

(2) Private equity fund products established according to law and filed with China Fund Industry Association;

(3) Financial products supervised by the State Council financial supervision and management institution;

(4) Private equity fund managers who invest in the private equity funds managed by them and their employees;

(5) Other investors as stipulated by laws and regulations, China Securities Regulatory Commission and China Fund Industry Association.

If the investor is a professional investment institution, the provisions of Articles 29, 30 and 31 of these Measures may not apply.

Chapter VI Self-discipline Management

Article 33 China Fund Industry Association may, in accordance with relevant self-discipline rules, conduct regular or irregular on-site and off-site self-discipline inspection on the compliance of private fund raising behavior of members and registration institutions, and members and registration institutions shall cooperate with each other.

Article 34 If a private fund manager entrusts an institution that has not obtained the qualification for fund sales to raise private funds, China Fund Industry Association will not handle the private fund filing business.

Article 35 If a fundraising institution violates the provisions of Articles 6 to 14, 17 to 20, 22 to 23 and 26 of these Measures in the process of conducting private placement business, the China Fund Industry Association may, depending on the seriousness of the case, take disciplinary measures against the fundraising institution, such as asking for correction within a time limit, industry condemnation, blacklisting, public condemnation, suspension of accepting or handling related business, and cancellation of manager registration; Disciplinary actions such as requiring compulsory training, industry condemnation, blacklisting, public condemnation, identification as inappropriate candidates, suspension of fund qualification, and cancellation of fund qualification were taken against relevant staff.

Article 36 If a fund-raising institution violates the provisions of Articles 29 to 31 of these Measures in the process of raising private equity funds, the China Fund Industry Association shall take measures such as suspending the private equity fund filing business and refusing to handle the private equity fund filing business according to the seriousness of the case.

Article 37 If a fundraising institution violates the provisions of Article 16, Article 21, Article 24, Article 25, Article 27 and Article 28 of these Measures in the process of conducting private placement business, China Fund Industry Association may, depending on the seriousness of the case, take disciplinary measures against the fundraising institution, such as blacklisting, public condemnation and cancellation of the registration of the manager. Disciplinary actions such as industry condemnation, blacklisting, public condemnation and disqualification of the fund were taken against the relevant staff. If the circumstances are serious, it shall be transferred to the China Securities Regulatory Commission for handling.

Article 38 If a fundraising institution is subject to disciplinary actions such as conversation reminder, written warning and correction within a time limit twice within one year, the China Fund Industry Association may take disciplinary actions such as blacklisting and public condemnation; In the past two years, if the manager has been blacklisted or publicly condemned twice, the China Fund Industry Association may take disciplinary measures such as deregistration and transfer it to the China Securities Regulatory Commission for handling.

Article 39 If a fund outsourcing service institution registered with China Fund Industry Association violates the relevant provisions of these Measures on participating in private fund raising business, China Fund Industry Association may take relevant self-discipline measures.

Article 40 Investors may complain to the China Fund Industry Association or report the illegal fundraising behavior of fundraising institutions and their employees in accordance with regulations.

Article 41 If a fund-raising institution, a fund outsourcing service institution and its employees are subject to disciplinary action by the China Fund Industry Association due to irregularities in the process of fund-raising, the China Fund Industry Association may record them in the integrity file according to the seriousness of the case.

Forty-second fundraising institutions, fund outsourcing service institutions and their employees suspected of violating laws, administrative regulations and the relevant provisions of the China Securities Regulatory Commission shall be transferred to the China Securities Regulatory Commission or judicial organs for handling.

Chapter VII Supplementary Provisions

Article 43 These Measures shall be implemented as of July 20 15 16.

Article 44 These Measures shall be interpreted by China Fund Industry Association.