Viewpoint... "Private Investment Fund Registration and Filing Measures" and supporting guidelines focus on the analysis.

After the implementation of the "Registration and Filing Measures" and supporting guidelines, it has had a significant impact on the registration and operation of private equity fund managers, as well as the establishment and operation of private equity funds. This paper focuses on the implementation of the new regulations, private equity investment fund manager registration related points to sort out and analyze.

1. Duration of application for registration:Article 2 of Guideline No. 1 stipulates that the applicant institution shall declare within 12 months from the date of completing the industrial and commercial registration.

2. Name of applicant institution:Article 3 of Guideline No. 1 stipulates that private equity fund managers shall indicate the words "private equity fund", "private equity fund management" and "venture capital" in their names, and shall not include the words "finance", "financial management" and "wealth management", except as otherwise provided by laws, administrative regulations and the China Securities Regulatory Commission.

3. Business scope:Article 4 of Guideline No. 1 stipulates that the business scope of the applicant institution shall include the words "private investment fund management", "private equity investment fund management", "venture capital fund management" and other words that reflect the characteristics of the entrusted management of private equity funds, and shall not include business that conflicts with or has nothing to do with the management of private equity funds.

4. Funding requirements:

(1) Article 5 of Guideline No. 1 stipulates that the capital of a private equity fund manager shall be contributed in currency and shall not be contributed in kind, intellectual property, land use rights and other non-monetary property. Foreign contributors shall make their contributions in freely convertible currencies.

(2) The first paragraph of Article 8 of the "Registration and Filing Measures" stipulates that the paid-in registered capital of the applicant institution shall not be less than 10 million yuan.

(3) Executive shareholding requirements

According to Item 3 of Paragraph 1 of Article 8 of the "Registration and Filing Measures" and Article 6 of Guideline No. 1, ① the legal representative, ② the executive partner or its appointed representative, ③ the senior management personnel responsible for investment management shall directly or Indirectly hold a certain proportion of the equity or property shares of the private equity fund manager, and the total paid-in capital shall not be less than 20% of the paid-in capital of the applicant institution, or not less than 20% of the minimum paid-in capital of the private equity fund manager as stipulated in the first paragraph of Article 8 of the "Registration and Filing Measures" (that is, the minimum is not less than 2 million yuan). Private equity fund managers controlled by commercial banks, securities companies, fund management companies, futures companies, trust companies, insurance companies and other financial institutions, private equity fund managers controlled by the government and its authorized institutions, private equity fund managers controlled by institutions supervised by overseas financial regulatory authorities and other qualified private equity fund managers shall not apply the above provisions.

5. Business Plan:Article 12 of Guideline No. 1 stipulates that the business plan of the private equity fund manager shall be clear, reasonable and feasible, and match the business direction, development plan and staffing of the private equity fund manager.

1. Requirements for independence of business premises

Article 8 of Guideline No. 1 stipulates that the business premises of the applicant institution shall be independent and stable, and shall not be mixed with its shareholders, partners, actual controllers, related parties, etc.

2. Special provisions on the lease of office space

If the office space is leased, the remaining lease period shall be not less than 12 months from the date of declaration.

3. Special provisions for the separation of the place of registration from the place of business

If the place of registration is separated from the place of business, a statement of reasonableness shall be submitted.

1. Article 6 of Guideline No. 2 provides that,If the investor is engaged in conflict business, the proportion of equity/share directly or indirectly held by the applicant institution shall not be higher than 25%.

2. Shareholders, partners and actual controllers of the applicant institution.It should meet the requirements of Article 9 of the "Registration and Filing Measures" and Article 10 of Guideline No. 2, that is, it should meet the requirements of funding with its own funds, sound governance structure, standardized and stable operation, relevant working experience, and not engaged in conflict business in the past 5 years.

1. Article 5 of Guideline No. 2:The actual controller of the applicant institution shall not be an asset management product, and the proportion of direct or indirect capital contribution of the asset management product to the applicant institution shall not be higher than 25% (except for managers established by governments at or above the provincial level and authorized capital institutions).

2. Experience requirements:

According to the requirements of the third paragraph of Article 9 of the "Registration and Filing Measures", the controlling shareholder, actual controller, and general partner of the applicant institution shall have more than 5 years of relevant experience in operation, management or asset management, investment, and related industries.

According to Article 10 of Guideline 2, if the actual controller of a private equity fund manager is a natural person, the relevant experience of more than 5 years shall include:

(1) Engaged in asset management, equity investment of self-owned funds, issuance and sponsorship and other related businesses in financial institutions such as commercial banks, securities companies, fund management companies, futures companies, trust companies, insurance companies and related asset management subsidiaries, or served as department heads or above positions or with equivalent position management experience;

(2) Engaging in equity investment management related work in enterprises or listed companies controlled by governments at or above the prefecture level and their authorized agencies, or serving as senior managers or having considerable position management experience;

(3) Where a private equity fund manager engages in equity investment or serves as a senior manager, the private equity fund manager to which he or she serves shall operate normally, be compliant and sound, and have no record of material violations of laws and regulations during his or her tenure;

(4) Engaging in equity investment and other related business in an asset management institution supervised by an overseas financial regulatory authority, and the asset management institution in which it works shall have a good international reputation and business performance;

(5) Seras the person in charge of the equity investment management department in an enterprise with good operation, stable compliance and certain business scale, or as a senior manager or with considerable position management experience, or as a relevant professional and technical post in a large and medium-sized enterprise with certain technical threshold, or as an expert, professor or researcher in relevant fields of scientific research institutions;

(6) Engaged in economic management and other related work in government departments and institutions, and have corresponding management experience;

(7) Engaged in legal and auditing work related to securities, funds and futures in law firms and accounting firms filed with the China Securities Regulatory Commission, and held the position of partner or above for not less than 5 years;

(8) Other relevant work experience as required by the China Securities Regulatory Commission and the Association.

1. Definition of related party

According to Article 18 of Guideline 2, a related party refers:

(1) Branches of private equity fund managers;

(2) Private equity fund managers hold more than 5% of the financial institutions, listed companies and other enterprises holding more than 30% of the shares or serving as general partners, except for private equity funds that have been filed with the association;

(3) Financial institutions, private equity fund managers, listed companies, companies listed on the national share transfer system for small and medium-sized enterprises, investment enterprises, conflict business institutions, investment consulting enterprises and financial service enterprises directly controlled by the same controlling shareholder, actual controller and general partner;

(4) Other legal persons or other organizations that have a special relationship with the private equity fund manager and may affect the interests of the private equity fund manager.

2. When the applicant institution applies for the registration of the fund manager,The following materials shall be provided in respect of related parties:

(1) Related parties are required to provide basic business registration information, including business licenses and a full set of business documents.

(2) Description of the main business.

(3) There is no commitment letter on related transactions and conflicts of interest between the applicant institution and the related party.

(4) Related parties engaged in conflict business such as microfinance, financial leasing, commercial factoring, financing guarantee, Internet finance, pawn, etc. shall provide approval documents from the relevant competent authorities.

1. Shareholding requirements

For details of the shareholding requirements of legal representatives, executive partners or their appointed representatives, and senior managers responsible for investment management, please refer to Part II of this article, "Basic Business Requirements.

2. Full-time number requirements

Article 8 of the Measures for Registration and Filing: No less than 5 full-time personnel.

3. No conflict operations

Meet the requirements of Article 10 of the "Registration and Filing Measures", focusing on whether the legal representative, senior management, executive partner or appointed representative has engaged in conflict business in the past 5 years.

4. The work experience of the legal representative, the executive partner or his appointed representative, the main person in charge of operation and management, and the senior management personnel responsible for investment management requires Article 10, paragraph 3, of the "Registration and Filing Measures" and Article 5 of Guideline No. 3:The legal representative, the executive partner or his appointed representative, the main person in charge of operation and management, and the senior management personnel responsible for investment management shall have more than 5 years of relevant work experience in securities, funds, futures investment management, etc., and shall specifically meet one of the following circumstances:

(1) Engage in asset management, equity investment of self owned funds, issuance recommendation and other related businesses in financial institutions such as commercial banks, securities companies, fund management companies, futures companies, trust companies, insurance companies and relevant asset management subsidiaries, and serve as fund managers, investment managers, trust managers, sponsor representatives or above, Or serve as senior managers of the aforementioned financial institutions or have equivalent management experience;

(2) Engaging in equity investment management related work and serving as the person in charge of investment in enterprises or listed companies controlled by governments at or above the prefecture level and their authorized agencies, or serving as senior managers or having considerable position management experience;

(3) If a private equity fund manager engages in equity investment and holds the position of fund manager or above, or serves as a senior manager, the private equity fund manager shall operate normally, be compliant and sound, and have no record of major violations of laws and regulations during his tenure;

(4) Engaging in equity investment and other related business in an asset management institution supervised by an overseas financial regulatory authority, and the asset management institution in which it works shall have a good international reputation and business performance;

(5) Seras the person in charge of the equity investment management department in an enterprise with good operation, stable compliance and certain business scale, or as a senior manager or with considerable position management experience, or as a relevant professional and technical post in a large and medium-sized enterprise with certain technical threshold, or as an expert, professor or researcher in relevant fields of scientific research institutions;

(6) Engaging in economic management and other related work in government departments and institutions, and having corresponding management experience, or serving as the person in charge of other business departments in financial institutions specified in Item 1 of the first paragraph of this Article;

(7) Engaged in legal and auditing work related to securities, funds and futures in law firms and accounting firms filed with the China Securities Regulatory Commission, and held the position of partner or above for not less than 5 years;

(8) Other circumstances prescribed by the CSRC and the Association.

The senior management personnel responsible for investment management shall have one of the relevant work experiences specified in Items (1) to (5) of the preceding paragraph.

5. Performance requirements for senior managers responsible for investments

Article 10, paragraph 5, of the "Registration and Filing Measures" and Article 8 of Guideline No. 3: In the past 10 years, there have been at least 2 projects that have led investment in the equity of unlisted companies, and the total investment amount is not less than 30 million yuan, and at least There should be 1 project that exits through initial public offerings and listings, equity mergers and acquisitions, or equity transfers, or other investment management performance that meets the requirements. Among them, the leading investment refers to the relevant personnel to preside over due diligence, investment decision-making and other work. The above performance requirements should provide due diligence, investment decisions, industrial and commercial confirmation, project exit and other relevant materials.

The above project experience does not include equity investment in industries prohibited or restricted by the state, equity investment in industries in conflict with private equity fund management, project investment as an investor, and other relevant project experience that does not reflect investment management capabilities or does not belong to equity investment.

6. Requirements for the post of the person in charge of compliance and wind control

Article 10, paragraph 4, of the "Registration and Filing Measures" and Article 6 of Guideline No. 3: The person in charge of compliance and risk control of private equity fund managers shall have more than 3 years of investment-related law, accounting, auditing, supervision, auditing, or asset management Industry compliance, risk control, supervision and self-discipline management and other related work experience. Specifically refers to one of the following situations:

(1) Engaged in investment-related compliance management, risk control, supervision and auditing, legal affairs and other related work in financial institutions such as commercial banks, securities companies, fund management companies, futures companies, trust companies, insurance companies and related asset management subsidiaries;

(2) In the private equity fund manager engaged in compliance management, risk control, supervision and audit, legal affairs and other related work, the private equity fund manager shall operate normally, comply with sound compliance, and have no record of major violations of laws and regulations during the term of office;

(3) Engaged in legal and auditing work related to securities, funds and futures in law firms or accounting firms, or engaged in investment-related legal affairs and financial management in listed companies;

(4) Engaged in financial supervision in the financial management department and its dispatched institutions, or engaged in self-regulatory management in the self-regulatory organization of the asset management industry;

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

7. Part-time requirements

(1) Article 11 of the Measures for Registration and Filing: It shall be reasonable for the legal representative, senior management, executive partner or their appointed representative of the applicant institution to work part-time abroad. It is not allowed to work part-time in non-affiliated private equity fund managers, conflict business institutions and other institutions that have conflicts of interest with their institutions, or become their controlling shareholders, actual controllers, or general partners.

(2) Part-time requirements for the person in charge of compliance and wind control

Article 6 of Guideline No. 3: The person in charge of compliance risk control shall not serve as the general manager, executive director or chairman of the board of directors, executive partner or his appointed representative of the private equity fund manager.

Article 11 of the Measures for Registration and Filing: The person in charge of compliance risk control shall not engage in investment management business, shall not concurrently hold positions that conflict with compliance risk control duties, and shall not work part-time in other for-profit institutions.

(3) Part-time requirements for other employees

Article 12 of the measures for Registration and filing: employees other than legal representatives, senior managers, executive partners or their appointed representatives shall not work part-time in other for-profit institutions.

(4) Not recognized as part-time

Article 10 of Guideline No. 3: Serving in non-profit institutions such as colleges and universities, scientific research institutes, social organizations, social service institutions, etc.; serving as directors and supervisors in other enterprises; serving in private equity funds under management; other circumstances recognized by the association.

8. Requirements for the frequency of changes in the work of senior managers

Article 11 of Guideline No. 3: If the senior managers of private equity fund managers hold positions in more than 3 non-affiliated units within 24 months, or provide the same performance materials for more than 2 registered private equity fund managers within 24 months, the aforementioned work experience and investment performance shall not be recognized.

9. Scope of Senior Management

Article 80 of the "Registration and Filing Measures": Refers to the company's general manager, deputy general manager, person in charge of compliance and risk control, and other personnel specified in the company's articles of association, as well as those in the partnership who perform the aforementioned management and risk control compliance duties Relevant personnel; although the aforementioned names are not used, other personnel who actually perform the aforementioned duties are regarded as senior management personnel.