Article 1 In order to regulate the activities of private investment funds, protect the legitimate rights and interests of investors and relevant parties, and promote the healthy development of the private investment fund industry, these Measures are formulated in accordance with the Securities Investment Fund Law and the Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market.

Article 2 The term "private investment fund" as mentioned in these Measures refers to an investment fund established by private offering from investors within the territory of People's Republic of China (PRC).

The investment of private equity fund property includes buying and selling stocks, equity, bonds, futures, options, fund shares and other investment targets agreed in investment contracts.

These Measures shall apply to the registration, fund raising and investment operation of companies or partnerships established for the purpose of investing in private equity funds and assets managed by fund managers or general partners.

These Measures shall apply to securities companies, fund management companies, futures companies and their subsidiaries engaged in private equity fund business. Where other laws and regulations and the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) provide otherwise for the above-mentioned institutions to engage in private equity fund business, such provisions shall apply.

Article 3 Private equity fund business shall follow the principles of voluntariness, fairness, honesty and credibility, safeguard the legitimate rights and interests of investors, and shall not harm the national and social public interests.

Article 4 Private equity fund managers and institutions engaged in private equity fund custody business (hereinafter referred to as private equity fund custodians) manage and use private equity fund property, and institutions engaged in private equity fund sales business (hereinafter referred to as private equity fund sales institutions) and other private equity fund service institutions shall fulfill their duties and fulfill their obligations of honesty, credibility, prudence and diligence.

Private equity fund practitioners shall abide by laws and administrative regulations, and abide by professional ethics and codes of conduct.

Article 5 The China Securities Regulatory Commission and its dispatched offices shall supervise and manage the business activities of private equity funds in accordance with the Securities Investment Fund Law, these Measures and other relevant provisions of the China Securities Regulatory Commission.

There is no administrative examination and approval for the establishment of private fund management institutions and the issuance of private funds, and various issuers are allowed to issue private funds to investors who do not exceed the cumulative number stipulated by law on the basis of legal compliance. Establish and improve the supervision system for the issuance of private equity funds, effectively strengthen the supervision after the event, and severely crack down on all kinds of illegal fund-raising activities in the name of private equity funds according to law.

Establish a risk control and self-discipline management system to promote operating institutions to standardize private equity fund business, as well as a unified monitoring system for various private equity funds.

Article 6 China Asset Management Association (hereinafter referred to as the Fund Industry Association) shall, in accordance with the Securities Investment Fund Law, these Measures, other relevant provisions of the China Securities Regulatory Commission and the self-discipline rules of the Fund Industry Association, carry out industry self-discipline, coordinate industry relations, provide industry services and promote industry development.

Chapter II Registration and Filing

Article 7 Managers of various private equity funds shall apply to the fund industry association for registration in accordance with the provisions of the fund industry association, and submit the following basic materials:

(a) the original and photocopy of the industrial and commercial registration and business license;

(2) Articles of association or partnership agreement;

(3) List of major shareholders or partners;

(4) Basic information of senior managers;

(5) Other information stipulated by the fund industry association.

The fund industry association shall publish the list of private fund managers and their basic information through the website within 20 working days after the registration materials of private fund managers are complete, and complete the registration procedures of private fund managers.

Article 8 After all kinds of private equity funds are raised, the private equity fund manager shall go through the fund filing procedures in accordance with the provisions of the fund industry association, and submit the following basic information:

(a) the main investment direction and the types of funds indicated according to the main investment direction;

(2) Fund contract, articles of association or partnership agreement. In the process of fund raising, if a fund prospectus is provided to investors, it shall be submitted. Private equity funds established in the form of companies, partnerships and other enterprises shall also submit the original and photocopy of industrial and commercial registration and business license;

(3) If entrusted management is adopted, an entrusted management agreement shall be submitted. Where a trust institution is entrusted to trust the fund property, a trust agreement shall also be submitted;

(4) Other information stipulated by the fund industry association.

The fund industry association shall, within 20 working days after the filing materials of private equity funds are complete, publish the list of private equity funds and their basic information through the website and complete the filing procedures of private equity funds.

Article 9 The registration of private fund managers and private funds by fund industry associations does not constitute the recognition of the investment ability and continuous compliance of private fund managers; Not as a guarantee for the safety of fund property.

Article 10 If a private fund manager is dissolved, revoked or declared bankrupt according to law, his legal representative or general partner shall report to the fund industry association within 20 working days, and the fund industry association shall cancel the registration of the fund manager in time and make an announcement through the website.

Chapter III Qualified Investors

Article 11 Private equity funds shall be raised from qualified investors, and the cumulative number of investors in a single private equity fund shall not exceed a certain number as stipulated by the Securities Investment Fund Law, the Company Law, the Partnership Enterprise Law and other laws. Where an investor transfers a fund share, the transferee shall be a qualified investor, and the number of investors after the transfer of the fund share shall conform to the provisions of the preceding paragraph.

Article 12 A qualified investor in a private equity fund refers to a unit or individual that has the corresponding risk identification ability and risk-taking ability, and the investment amount of a single private equity fund is not less than 6,543,800 yuan, and meets the following relevant standards:

(1) Its net assets are 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.

Article 13 The following investors are qualified investors:

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

(2) An investment plan established according to law and filed with the fund industry association;

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

(4) Other investors as stipulated by the China Securities Regulatory Commission.

In the form of partnership, contract and other unincorporated persons, if the funds of most investors are pooled to directly or indirectly invest in private equity funds, the private equity fund manager or private equity fund sales organization shall thoroughly check whether the final investor is a qualified investor and calculate the number of investors in a consolidated manner. However, if investors who meet the requirements in Items (1), (2) and (4) of this article invest in private equity funds, it is no longer necessary to check whether the final investors are qualified investors and calculate the number of investors together.

Chapter IV Fund Raising

Article 14 Private fund managers and private fund sales organizations shall not raise funds from units and individuals other than qualified investors, and shall not publicize and promote them to unspecified objects through public media such as newspapers, radio, television and the Internet, or lectures, reports, analysis meetings and notices, leaflets, short messages, WeChat, blogs and emails.

Fifteenth private fund managers and private fund sales institutions shall not promise investors that the investment principal will not be lost or promise the minimum income.

Article 16 Where a private fund manager sells private funds on his own, he shall evaluate the risk identification ability and risk-taking ability of investors by means of questionnaire survey, and the investors shall make a written commitment to meet the requirements of qualified investors; A risk disclosure statement shall be made and signed by the investor for confirmation.

Where a private fund manager entrusts a sales organization to sell private funds, the private fund sales organization shall take measures such as evaluation and confirmation as prescribed in the preceding paragraph.

The content and format guidelines of investor risk identification ability and tolerance questionnaire and risk disclosure book are formulated by fund industry associations according to the characteristics of different types of private equity funds.

Article 17 When a private fund manager sells a private fund by himself or entrusts a sales organization to sell a private fund, he shall conduct a risk rating on the private fund by himself or entrusts a third-party organization, and recommend the private fund to investors with matching risk identification ability and risk-taking ability.

Article 18 An investor shall truthfully fill in the questionnaire on risk identification ability and tolerance, truthfully promise assets or income, and be responsible for its authenticity, accuracy and completeness. Those who fill in false information or provide false commitment documents shall bear corresponding responsibilities.

Article 19 Investors shall ensure that the sources of investment funds are legal, and shall not illegally collect other people's funds to invest in private equity funds.

Chapter V Investment and Operation

Article 20 A fund contract, articles of association or partnership agreement (hereinafter referred to as the fund contract) shall be formulated and signed for raising private equity funds. The fund contract shall comply with the provisions of Articles 93 and 94 of the Securities Investment Fund Law. To raise other types of private equity funds, the fund contract shall refer to the provisions of Articles 93 and 94 of the Securities Investment Fund Law, and clearly stipulate the rights, obligations and related matters of each party.

Article 21 Unless otherwise agreed in the fund contract, a private placement fund shall be managed by a fund custodian.

If the fund contract stipulates not to manage private equity funds, the institutional measures and dispute settlement mechanism for ensuring the property safety of private equity funds shall be clearly defined in the fund contract.

Article 22 Where the same private fund manager manages different types of private funds, it shall adhere to the principle of professional management; To manage different private equity funds that may lead to interest transfer or conflict, we should establish a mechanism to prevent interest transfer and conflict.

Twenty-third private fund managers, private fund custodians, private fund sales institutions and other private service institutions and their employees engaged in private fund business shall not have the following acts:

(a) to engage in fund property investment activities with its inherent property or other people's property;

(two) unfair treatment of different fund assets under its management;

(3) Taking advantage of the property or position of the fund to seek benefits for themselves or others other than investors, and transferring benefits;

(4) Embezzlement and misappropriation of fund property;

(5) divulging undisclosed information obtained by taking advantage of his position, and using the information to engage in or express or imply others to engage in related trading activities;

(six) to engage in investment activities that damage the fund property and the interests of investors;

(seven) dereliction of duty, do not perform their duties in accordance with the provisions;

(eight) engaged in insider trading, price manipulation and other unfair trading activities;

(nine) other acts prohibited by laws, administrative regulations and the provisions of the China Securities Regulatory Commission.

Article 24 Private fund managers and private fund custodians shall truthfully disclose the fund investment, assets and liabilities, investment income distribution, expenses and performance awards undertaken by the fund, possible conflicts of interest and other important information that may affect the legitimate rights and interests of investors in accordance with the contract, and shall not conceal or provide false information. The information disclosure rules shall be formulated separately by the fund industry association.

Article 25 A manager of a private equity fund shall, in accordance with the provisions of the fund industry association, fill in and regularly update relevant information such as the manager and his employees, the investment operation and leverage of the private equity fund under management, and ensure the truthfulness, accuracy and completeness of the information filled in. Major events should be reported to the fund industry association within 10 working days.

Private equity fund managers shall, within 4 months after the end of each fiscal year, submit to the fund industry association the annual financial report audited by the accounting firm and the basic information on the annual investment and operation of private equity funds managed by them.

Article 26 Private fund managers, private fund custodians and private fund sales organizations shall properly keep records of private fund investment decisions, transactions and investor suitability management and other relevant materials for a period of not less than 65,438+00 years from the date of termination of fund liquidation.

Chapter VI Industry Self-discipline

Twenty-seventh fund industry associations shall establish a management information system for the registration of private fund managers and the filing of private funds.

The fund industry association shall keep the information of private fund managers and private funds strictly confidential. Unless otherwise stipulated by laws and regulations, it shall not be made public.

Article 28 The fund industry association shall establish an information sharing mechanism with the China Securities Regulatory Commission, its dispatched offices and other relevant institutions, regularly summarize and analyze the situation of private equity funds, and provide relevant information on private equity funds in a timely manner.

Twenty-ninth fund industry associations shall formulate and implement the self-discipline rules of private equity fund industry, and supervise and inspect the practice behavior of members and their employees.

If members and their employees violate laws, administrative regulations, the provisions of these Measures and the self-discipline rules of fund industry associations, fund industry associations may take self-discipline management measures according to the seriousness of the case and disclose relevant illegal information through websites. Members and their employees are suspected of violating laws and regulations, and the fund industry association shall report to the China Securities Regulatory Commission in a timely manner.

Thirtieth fund industry associations shall establish a complaint handling mechanism to accept complaints from investors and mediate disputes.

Chapter VII Supervision and Administration

Article 31 The China Securities Regulatory Commission and its dispatched offices shall conduct statistical monitoring and inspection on private equity service institutions such as private equity fund managers, private equity fund custodians and private equity fund sales institutions according to law, and take relevant measures according to Article 114 of the Securities Investment Fund Law.

Article 32 The China Securities Regulatory Commission records the integrity information of private equity service institutions and their employees, such as private equity fund managers, private equity fund custodians and private equity fund sales organizations, in the integrity file database of the securities and futures market; According to the credit status of private fund managers, differentiated supervision is implemented.

Article 33 If private fund managers, private fund custodians, private fund sales organizations and other private service institutions and their employees violate laws, administrative regulations and these Measures, the China Securities Regulatory Commission and its dispatched offices may take administrative supervision measures such as ordering corrections, supervising talks, issuing warning letters and publicly condemning them.

Chapter VIII Special Provisions on Venture Capital Funds

Article 34 The term "venture capital fund" as mentioned in these Measures refers to an equity investment fund that mainly invests in the common shares of unlisted start-up enterprises or the rights and interests such as preferred shares and convertible bonds that can be converted into common shares according to law.

Thirty-fifth encourage and guide venture capital funds to invest in small and micro enterprises in the early stage of entrepreneurship.

The investment scope of venture capital funds that enjoy the national fiscal and taxation support policies shall conform to the relevant provisions of the state.

Article 36 The fund industry association adopts differentiated industry self-discipline for venture capital funds, which is different from other private equity funds, and provides differentiated membership services in fund manager registration, fund filing, investment declaration requirements and membership management.

Thirty-seventh China Securities Regulatory Commission and its dispatched offices shall adopt differentiated supervision and management different from other private equity funds in terms of investment direction inspection of venture capital funds; Provide convenient services for venture capital funds in opening accounts, issuing transactions, and investment withdrawal.

Chapter IX Legal Liability

Article 38 Private equity service institutions such as private equity fund managers, private equity fund custodians and private equity fund sales organizations and their employees who violate the provisions of Articles 7, 8, 11, 14-17 and 24-26 of these Measures, and commit any of the acts listed in Items 1-7 and 9 of Article 23 of these Measures, shall be ordered to make corrections, given a warning and imposed a fine of not more than 30,000 yuan; Give a warning to the directly responsible person in charge and other directly responsible personnel and impose a fine of not more than 30,000 yuan; Whoever commits the act in Item 8 of Article 23 of these Measures shall be punished in accordance with the relevant provisions of the Securities Law and the Regulations on the Administration of Futures Trading; If the case constitutes a crime, it shall be handed over to judicial organs for criminal responsibility.

Article 39 If private fund managers, private fund custodians, private fund sales organizations and other private service institutions and their employees violate laws, regulations and the provisions of these Measures, and the circumstances are serious, the China Securities Regulatory Commission may take measures to prohibit the relevant responsible persons from entering the market according to law.

Fortieth private securities fund managers and their employees who violate the relevant provisions of the Securities Investment Fund Law shall be punished in accordance with the relevant provisions of the Securities Investment Fund Law.

Chapter X Supplementary Provisions

Article 41

These Measures shall come into force as of the date of promulgation.