Trial Measures for the Administration of Registration and Filing of Equity Investment Fund Management Companies

Trial Measures for the Administration of Registration and Filing of Equity Investment Fund Management Companies:

Chapter I General Provisions

Article 1 In order to accelerate the development of equity investment funds and equity investment fund management companies (enterprises), regulate their registration, establishment, operation and supervision, and protect the legitimate rights and interests of investors and other parties, These Measures are formulated in accordance with the Company Law of the People's Republic of China, the Partnership Enterprise Law of the People's Republic of China, the Regulations on the Administration of Company Registration, the Measures for the Administration of Partnership Enterprise Registration, and the Reply of the General Office of the National Development and Reform Commission on the Policy Issues Concerning the Pilot Equity Investment Fund in Tianjin Binhai New Area (No.16 [28] of the Development and Reform Commission).

article 2 the term equity investment fund as mentioned in these measures refers to the collection of funds raised in a non-public way and specially used for direct equity investment in enterprises. The fund shall be managed by the fund manager and entrusted by the fund custodian, and the investors shall share the investment income and bear the investment risks according to their share of capital contribution.

the equity investment fund management company (enterprise) as mentioned in these measures refers to the company (enterprise) entrusted by the equity investment fund to regulate the management and operation of the equity investment fund.

article 3 equity investment funds established according to law include company system, partnership system, contract system and trust system. Equity investment fund management companies (enterprises) established according to law include corporate system and partnership system.

these measures are applicable to equity investment funds initiated and established in accordance with the law, registered with the administrative department for industry and commerce of Tianjin, and the total raised amount does not exceed RMB 5 billion (including RMB 5 billion) and their management institutions. These Measures shall not apply to equity investment funds and their management institutions approved by * * or the National Development and Reform Commission (hereinafter referred to as the National Development and Reform Commission).

Tianjin Equity Investment Fund Development and Filing Management Office (hereinafter referred to as Development and Filing Management Office) is the functional department responsible for the development, filing and supervision of equity investment funds and equity investment fund management companies (enterprises) (hereinafter referred to as Development and Filing Management Department). The Development and Filing Management Office is composed of Tianjin Development and Reform Commission and relevant departments, and receives the guidance of the National Development and Reform Commission in the development and filing management of equity investment funds. The Development and Filing Management Office actively supports equity investment funds and equity investment fund management companies (enterprises) that have been filed in Tianjin to apply for filing with the National Development and Reform Commission.

chapter ii registration of equity investment funds and equity investment fund management companies (enterprises)

article 4 the establishment of corporate and partnership equity investment funds and equity investment fund management companies (enterprises) shall be registered in industrial and commercial registration in accordance with the company law of the people's Republic of China and the partnership enterprise law of the people's Republic of China.

Tianjin Administration for Industry and Commerce is the registration authority of equity investment funds and equity investment fund management companies (enterprises).

Article 5 Where an equity investment fund or equity investment fund management company (enterprise) is established as a joint-stock company, the number of investors (including legal persons and natural persons) shall not exceed 2; In the form of a limited company, the number of investors (including legal persons and natural persons) shall not exceed 5; In the form of partnership, the number of partners (including legal persons and natural persons) shall not exceed 5. For equity investment funds established in other forms, the number of investors shall be implemented in accordance with relevant laws and regulations.

article 6 the registered capital of a corporate equity investment fund is RMB 1 million. The registered capital of the company-based equity investment fund management joint-stock company is not less than 5 million yuan; The registered capital of the company-based equity investment fund management co., ltd is not less than RMB 1 million. The registered capital is allowed to be paid in installments, with the equity investment fund paying no less than RMB 1 million in the first installment and the equity investment fund management company paying no less than RMB 1 million in the first installment.

the capital contribution of partnership equity investment fund enterprises and partnership equity investment fund management enterprises shall be implemented in accordance with the provisions of the Law of the People's Republic of China on Partnership Enterprises.

the contribution of equity investment funds established in other forms shall be implemented in accordance with the provisions of relevant laws and regulations.

all investors of equity investment funds and equity investment fund management companies (enterprises) shall contribute their capital in the form of money.

article 7 the business scope of equity investment funds is approved as: engaging in investment in unlisted enterprises, investment in non-public offering of shares of listed companies and related consulting services.

the business scope of the equity investment fund management company (enterprise) is approved as: entrusted to manage equity investment funds, engaged in investment and financing management and related consulting services.

article 8 the company names of corporate equity investment funds are approved as: xx equity investment fund co., ltd. and xx equity investment fund co., ltd.

The name of the partnership equity investment fund enterprise is approved as: xx equity investment fund partnership enterprise+(limited partnership) and (general partnership).

the name of the company-based equity investment fund management company is approved as xx equity investment fund management co., ltd or xx equity investment fund management co., ltd.

The name of the partnership equity investment fund management enterprise is approved as xx equity investment fund management partnership+(limited partnership) and (general partnership).

article 9 companies, partnership equity investment funds and equity investment fund management companies (enterprises) shall clearly stipulate in their articles of association or partnership agreement that they shall not publicly offer and issue funds in any way.

Chapter III Development, Filing Management and Investment Operation of Equity Investment Funds and Equity Investment Fund Management Companies (Enterprises)

Article 1 After registration, equity investment funds and equity investment fund management companies (enterprises) that meet the filing conditions shall be registered in accordance with the Reply of the General Office of the National Development and Reform Commission on Relevant Policy Issues Concerning Pilot Equity Investment Funds in Tianjin Binhai New Area (Development and Reform Office Finance [28] No.16)

Article 11 The following conditions shall be met for filing with the development and filing administration department:

(1) It has been registered with the administrative department for industry and commerce.

(2) The major investors of equity investment funds and equity investment fund management companies (enterprises) have maintained a profitable financial situation in the last two years and have not been severely punished by the relevant administrative authorities or judicial organs.

(3) The registered capital (total amount of funds raised by agreement) of a company-based equity investment fund company (partnership equity investment fund enterprise, contract fund and trust fund) is not less than 1 million yuan, and the paid-in capital (initial subscription amount) is not less than 2 million yuan. The paid-in capital of the company-based equity investment fund management joint-stock company is not less than 1 million yuan. The paid-in capital of corporate equity investment fund management co., ltd (partnership equity investment fund management enterprise) is not less than RMB 1 million.

the investment of an individual investor in an equity investment fund shall not be less than RMB 1 million.

(4) The equity investment fund management company (enterprise) shall have at least three senior managers with more than two years' experience in equity investment or related business, among whom at least one senior manager has more than five years' experience in equity investment and economic management.

the term "senior managers" as mentioned in the preceding paragraph refers to managers who hold positions of deputy manager or above or equivalent positions.

(5) The investment direction conforms to the national industrial policy.

(6) There are qualified fund managers and fund custodians, who are responsible for the management and custody of the fund respectively. The fund manager has a clear and feasible fund management plan; The fund custodian has a clear and feasible fund custody plan.

(7) Other conditions stipulated by the development and filing management department.

article 12 the following documents shall be submitted to the development and filing management department:

(1) filing application report.

(2) Copy of industrial and commercial registration documents and business licenses of equity investment funds and equity investment fund management companies (enterprises) (with official seals).

(3) legal documents regulating the organizational procedures and behaviors of funds and fund management companies (enterprises) such as fund sponsors' agreements (fund contracts and partnership agreements), fund management company contracts (partnership agreements), articles of association, management agreements and custody agreements.

(4) the list of investors, and the supporting documents of the committed capital contribution and the paid capital contribution.

(5) List and resumes of senior managers of equity investment funds and equity investment fund management companies (enterprises).

(6) financial reports of major investors of equity investment funds and equity investment fund management companies (enterprises) audited by accounting firms in the last two years.

(7) legal opinions issued by law firms.

(8) filing application, basic information form and senior management information form in triplicate with official seal, and their electronic documents shall be submitted after approval.

(9) fund management plan and fund custody plan.

(1) other materials required by the development and filing management department.

article 13 after receiving the filing application, the development and filing management department shall, within 5 working days, examine whether the filing application documents are complete and decide whether to accept the filing application. After accepting the filing application, it shall, within 2 working days, examine and verify whether the applicant meets the filing conditions, and issue a written notice to him whether to file or not. If the record is not filed, the reasons shall be explained in the written notice.

Article 14 The development and filing management department supports the application for filing with the National Development and Reform Commission for equity investment funds and their management institutions that meet the following conditions:

(1) Equity investment funds and their management institutions are registered in Tianjin Binhai New Area.

(2) The subscription (commitment subscription) amount of financial institutions shall not be less than 1/3 of the total fund size.

(3) Other conditions stipulated by the National Development and Reform Commission.

article 15 equity investment funds and equity investment fund management companies (enterprises) that have been filed by the development and filing management department shall submit the annual financial report and business report audited by certified public accountants to the development and filing management department within 4 months after the end of each fiscal year, and report the major events in the investment operation process in time.

the major events mentioned in the preceding paragraph refer to:

(1) amending the articles of association (agreement) of the company (enterprise) and other important legal documents.

(2) increase or decrease of capital.

(3) change of senior management personnel, managers and custodians.

(4) major investment matters.

(5) liquidation and winding up.

article 16 the development and filing management department shall, after the end of each fiscal year, conduct an annual review of the financial reports, business reports and custody reports submitted by equity investment funds, equity investment fund management companies (enterprises) and custody banks. When necessary, conduct an irregular review of its investment operation.

The development and filing management department shall order those who fail to comply with the provisions of these Measures to make investment operations to make corrections within 3 working days; If it is not corrected, the record shall be cancelled.

article 17 an equity investment fund management company (enterprise) shall formulate its organizational structure, internal control system, risk management procedures and internal financial management system in accordance with the principle of prudent operation.

article 18 in order to protect the interests of investors and the safety of fund assets, in principle, equity investment funds are required to entrust commercial banks recognized by the CBRC with the custody of fund assets.

the funds that the fund has not invested in enterprises can only be deposited in banks or used to purchase fixed-income securities such as treasury bonds.

Article 19 Tianjin Equity Investment Fund Association conducts self-discipline management of equity investment funds and equity investment fund management companies (enterprises) in accordance with these Measures and relevant laws, regulations and rules, and safeguards its own rights and interests.

Chapter IV Supplementary Provisions

Article 2 These Measures shall be interpreted by the Tianjin Development and Reform Commission in conjunction with relevant departments.

article 21 the development and filing management department shall timely analyze the development of equity investment funds and equity investment fund management companies (enterprises), and timely revise and improve these measures according to the problems encountered in the development.

article 22 these measures shall be implemented as of the date of promulgation.