Chapter I General Provisions

Article 1 In order to standardize the raising behavior of private investment funds (hereinafter referred to as private investment funds), promote the healthy development of the private investment fund industry and protect the legitimate rights and interests of investors and related parties, 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 Investment Funds (hereinafter referred to as the "Private Investment Measures") and other laws and regulations.

article 2 these measures shall apply to private fund managers, institutions registered with the China securities regulatory commission and having obtained the qualification of fund sales business and become members of asset management association of china (hereinafter referred to as fundraising institutions) and their employees who raise funds from investors in a private way.

institutions registered as private fund managers in asset management association of china (hereinafter referred to as China Fund Industry Association) can raise their own private funds, and institutions registered with China Securities Regulatory Commission and having become members of China Fund Industry Association (hereinafter referred to as fund sales institutions) can be entrusted by 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 promoting private equity funds, selling fund shares (rights and interests), and handling fund share (rights and interests) subscription/subscription (subscription), redemption (withdrawal) and other activities.

article 3 the fund outsourcing service institutions shall apply these measures to their participation in the private fund raising business.

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

article 4 the personnel engaged in private fund raising business shall have the qualification of fund practice (including the original fund sales qualification), shall abide by laws, administrative regulations and the self-discipline rules of China fund industry association, abide by professional ethics and code of conduct, and shall 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.

fundraising institutions and their employees shall not engage in illegal activities such as embezzlement of fund property and clients' funds, and trading with undisclosed information related to private equity funds.

article 7 a private equity fund manager shall perform the obligations of trustee and assume the fiduciary responsibilities 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 according to law because of the entrusted raising.

article 8 where a private fund manager entrusts a fund sales institution to raise private funds, he shall sign a fund sales agreement in written form, and the part of the agreement concerning the division of rights and obligations between the private fund manager and the fund sales institution and other parts involving the interests of investors shall be taken 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 contents of the fund sales attached to the fund contract, the attachment to the fund contract shall prevail.

article 9 no institution or individual may, in order to evade the standards of qualified investors, raise financial products with private equity fund shares or their income rights as investment targets, or illegally split and transfer private equity fund shares or their income rights, thus breaking through the standards of qualified investors in disguise. The fund-raising institution shall ensure that investors are aware of the conditions for the transfer of private equity funds.

investors should promise in writing that they will 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 1 a fundraising 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 investors' suitability management and other records and other relevant materials related to the fundraising business of private equity funds for a period of not less than 1 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 funds 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 fund liquidation, so as to ensure the return of the funds in the original way.

the settlement funds for raising private equity funds mentioned in these measures refer to the current funds collected by the raising institutions 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 legal property of the investor before reaching the private equity fund property account or the custody fund account.

article 13 a fundraising institution shall sign an account supervision agreement with a supervision institution, specifying the control right, the division of responsibilities and the provisions for ensuring the safety of fund transfer for the special account for private fund fundraising and settlement. The supervision institution shall, in accordance with the provisions of laws and regulations and the account supervision agreement, 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 serve as raising institutions and supervision institutions at the same time in the process of raising the same private equity fund. Institutions that meet the above circumstances should establish a complete firewall system to prevent conflicts of interest.

The term "supervision institution" 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. The supervision institution shall become a member of China Fund Industry Association.

the manager of private equity fund shall submit the information of the special account for raising and settlement funds of private equity fund and its supervision institution to China Fund Industry Association.

article 14 an institution involved in the opening and use of a special account for raising and settlement funds of private equity funds shall not include the raising and settlement funds of private equity funds in its own property. It is forbidden for any unit or individual to misappropriate the settlement funds raised by private equity funds in any form. When the private fund manager, fund sales organization, fund sales and payment institution or fund share registration institution goes bankrupt or liquidates, 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 in raising private equity funds:

(1) Determination of specific targets;

(2) investor suitability matching;

(3) fund risk disclosure;

(4) confirmation by qualified investors;

(5) investment cooling-off period;

(6) return visit confirmation.

chapter iii determination of specific targets

article 16 a fundraising institution may 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 should ensure that the above information is true, accurate and complete.

article 17 a fundraising institution shall publicize and promote private equity funds to specific targets. Without the procedures for determining specific targets, private equity funds may not be promoted to anyone.

article 18 before recommending private equity funds to investors, the fundraising institution shall perform the procedures of determining specific targets by means of questionnaire survey and so on, and evaluate investors' risk identification ability and risk-taking ability. Investors shall promise in writing that they meet the standards of qualified investors.

the validity period of investors' evaluation results shall not exceed 3 years at the longest. When the fundraising institution recommends private equity funds to investors again after the deadline, it needs to re-evaluate the investor risk. Investors holding the same private equity product for more than 3 years do not need to conduct investor risk assessment again.

when the risk-taking ability of investors changes significantly, they can take the initiative to apply for re-evaluation of their risk-taking ability.

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

(1) Basic information of investors, in which basic information of individual investors includes information such as identity information, age, education background, occupation and contact information; The basic information of institutional investors includes the necessary information and contact information in 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 the status of net assets;

(3) investment knowledge, including financial laws and regulations, investment market and products, understanding of the risks 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, risk aversion, planned investment period, anxiety state when investment fluctuates, etc.

for details, please refer to annex I for the content and format guide of questionnaire survey for private equity investors (personal edition).

Article 2 Before a fundraising institution introduces private equity funds to investors online through the Internet media, it shall set up online specific object determination procedures, and investors shall promise that they meet the standards of qualified investors. The above-mentioned online specific object determination procedures include but are not limited to:

(1) investors truthfully fill in their true identity information and contact information;

(2) The fundraising institution shall verify the registration information of users by effective means such as verification code;

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

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

(5) Investors fill in the questionnaire survey of risk identification ability and risk bearing ability online;

(6) The fundraising institution confirms the investor's risk identification ability and risk-taking ability online according to the questionnaire survey and its evaluation method.

chapter iv promotion of private equity funds

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.

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

article 22 materials for recommending private equity funds shall be made 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 recommendation materials.

except for the fund sales organization entrusted by the private equity fund manager, which can use the recommendation materials to promote and recommend 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 promotion materials are clear and eye-catching. The contents of the promotion 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 shall be specially explained to investors. The introduction materials of private equity funds include but are not limited to:

(1) the name and fund type of private equity funds;

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

(4) the custody of private equity funds (if it is not available, it should be marked in a prominent font), other service providers (such as law firms, accounting firms, custody institutions, etc.), whether to employ investment consultants, etc.;

(5) the outsourcing of private equity funds;

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

(7) matching of income and risk of private equity funds;

(8) risk disclosure of private equity funds;

(9) information on the special account for raising and settlement funds of private equity funds and its supervision institution;

(1) major expenses and rates borne by investors, and important rights of investors (such as restrictions, time and requirements on subscription, redemption and transfer, etc.);

(11) Main expenses and rates borne by private equity funds;

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

(13) Clearly point out that the document shall not be reproduced or circulated to a third party;

(14) if the private equity fund takes the form of partnership or limited liability company, it shall be clearly stated that the partnership agreement or the articles of association cannot be replaced by the partnership agreement. Explain that according to 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 application for establishment and change of registration shall be completed with the enterprise registration authority;

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

Article 24 When promoting private equity funds, fundraising institutions and their employees are prohibited from the following acts:

(1) Public promotion or disguised public promotion;

(2) false records, misleading statements or major omissions in the recommendation materials;

(3) Promise investors that their funds will not be lost in any way, or promise investors a minimum income in any way, including publicizing "expected income", "expected income", "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", "guaranteed", "high return" and "risk-free" which may mislead investors to make risk judgments;

(5) using words that unilaterally emphasize the time limit of centralized marketing, such as "want to buy as soon as possible" and "purchase opportunity";

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

(7) publishing congratulatory, complimentary or recommendatory words from individuals, legal persons or other organizations;

(8) using data sources and methods that are not comparable, fair, accurate and authoritative to compare performance, and arbitrarily using related terms such as "best performance" and "largest scale";

(9) maliciously belittle peers;

(1) Allow people who are not employed by this institution to introduce private equity funds;

(11) recommending private equity funds that are not established or raised by the institution;

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

Article 25 A fundraising institution shall not use the following media channels.