Announcement on the Release of the Measures for the Record-filing of Private Equity Asset Management Plans by Securities and Futures Operators
Announcement on the Release of the Measures for the Record-filing of Private Equity Asset Management Plans by Securities and Futures Operators
Announcement on the Release of the Measures for the Record-filing of Private Equity Asset Management Plans by Securities and Futures Operators
Zhong Ji Xie Fa [2023] No. 15
July 14, 2023
In order to standardize the private equity asset management business of securities and futures operators, protect the legitimate rights and interests of investors and the relevant parties, and promote the healthy development of the industry, the Asset Management Association of China (hereinafter referred to as the "AMAC") has revised the Administrative Measures for the Record-filing of Private Asset Management Schemes of Securities and Futures Operators (for Trial Implementation) as the Measures for the Record-filing of Private Equity Asset Management Plans by Securities and Futures Operators, which have been deliberated on and adopted by the Executive Council of the AMAC and are hereby issued and shall come into force as of the date of promulgation. The Administrative Measures for the Record-filing of Private Asset Management Schemes of Securities and Futures Operators (for Trial Implementation), which were issued in June 2019, shall be repealed simultaneously.
The Announcement is hereby given.
Attachment I: Measures for the Record-filing of Private Equity Asset Management Plans by Securities and Futures Operators
Chapter I General Provisions
Article 1 The Measures for the Record-filing of Private Equity Asset Management Plans by Securities and Futures Operators (hereinafter referred to as the "Measures") are formulated in accordance with the Securities Law of the People's Republic of China, the Law of the People's Republic of China on Securities Investment Funds, the Futures and Derivatives Law of the People's Republic of China, the Administrative Measures for the Private Equity Asset Management Business of Securities and Futures Operators (hereinafter referred to as the "Administrative Measures"), the Administrative Provisions on the Operation of Private Equity Asset Management Plans of Securities and Futures Operators, and other laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in order to standardize the private equity asset management business of securities and futures operators, protect the legitimate rights and interests of investors and the relevant parties, and promote the healthy development of the industry.
Article 2 Within the territory of the People's Republic of China, where a securities or futures operator establishes a private equity asset management plan (hereinafter referred to as the "asset management plan" or "product") through non-public offering or acceptance of property contributions and acts as the manager, with a trustee agency acting as the trustee, to carry out investment activities for the benefit of investors in accordance with laws, administrative regulations, the provisions of the CSRC, and the asset management contract, the Measures shall apply.
For the purpose of the Measures, "securities and futures operators" refer to securities companies, fund management companies, futures companies, and subsidiaries legally established by the aforesaid institutions to engage in private equity asset management business.
Article 3 Whoever engages in private equity asset management business shall observe the principles of voluntariness, fairness, good faith, and the supremacy of customers' interests, scrupulously fulfill their duties, act with prudence and diligence, safeguard the legitimate rights and interests of investors, and serve the real economy, and shall not impair the national interests, public interests, and the legitimate rights and interests of others.
Article 4 To engage in private equity asset management business, securities and futures operators shall, in accordance with the requirements of the Asset Management Association of China (hereinafter referred to as the "AMAC"), go through the formalities for the record-filing of asset management plans in a timely manner, report the information on the operation of asset management plans, and accept the self-regulation by the AMAC.
Securities and futures operators that go through the formalities for the record-filing of asset management plans shall submit record-filing information and materials and operation information in an authentic, accurate, complete, and timely manner, and be responsible for the authenticity, accuracy, completeness, timeliness, and compliance of such record-filing information and materials and operation information.
Article 5 The AMAC shall handle the record-filing of asset management plans in accordance with the principles of compliance with laws and regulations, openness, transparency, convenience, and efficiency, and conduct self-regulation of the private equity asset management business of securities and futures operators.
Article 6 The record-filing of an asset management plan by the AMAC shall not be a guarantee of the safety of the assets under the asset management plan or of the returns of investors, nor shall it indicate that the AMAC guarantees the authenticity, accuracy, and completeness of the record-filing materials.
Investors shall fully understand the investment scope, investment strategies, risks, returns, and other information on asset management plans, prudently select asset management plans according to their own risk-taking capabilities, and judge the investment value and bear the investment risks at their own discretion.
Article 7 The AMAC's self-regulation of securities and futures operators shall be subjected to the guidance and supervision of the CSRC, and the AMAC shall establish regulatory cooperation and information sharing mechanisms with the CSRC and its local offices, stock exchanges, futures exchanges, securities registration and clearing institutions, the futures market monitoring center, the Securities Association of China, the China Futures Association, and other relevant institutions.
Chapter II Record-filing Requirements
Article 8 A manager shall, in accordance with the provisions, file the establishment of and modify the filed particulars of asset management plans with the AMAC, and report information such as the operation, risk profiles, and the report on liquidation upon termination of asset management plans in a timely manner.
Article 9 A manager shall appoint one or more investment managers for each asset management plan. Each investment manager shall have obtained the qualification for engaging in the fund business and completed the appointment registration with the AMAC.
Article 10 A manager shall announce the establishment of the asset management plan within ten working days of the date on which the proceeds of the collective asset management plan are fully paid up. The manager shall notify investors in writing of the establishment of the asset management plan after the entry of entrusted assets under the single asset management plan in the account.
Within five working days of the date of establishment of the asset management plan, the manager shall go through the record-filing formalities with the AMAC. Prior to the completion of the record-filing of the asset management plan, the asset management plan may, for the purpose of cash management, be invested in banks' current deposits, treasury bonds, central bank bills, policy financial bonds, local government bonds, money market funds, and other underlying products approved by the CBRC.
Article 11 To establish an asset management plan, a manager shall submit the following materials through the comprehensive reporting platform for the asset management business of the AMAC:
(1) the record-filing report;
(2) the asset payment certification;
(3) the establishment announcement or the notice of establishment;
(4) the asset management contract;
(5) the prospectus of the plan;
(6) important contract texts relating to the product, including the trusteeship agreement, the sales agreement, and the investment consulting agreement;
(7) the information sheet on investors, including the name, the certificate type, the certificate number, the type of subscribed units, and the subscription amount;
(8) the risk disclosure statement;
(9) the examination opinion of the chief compliance officer; and
(10) any other material as required by the CSRC and the AMAC.
Where the participation of any other private equity asset management plan in the asset management plan is allowed, the manager shall provide an information sheet on final investors on the upward look-through principle.
Article 12 In the case of any modification to an asset management contract, the manager shall obtain the consent from the investors and the trustee in the form set forth in the asset management contract, legally protect the investors' right to withdraw from the asset management plan, make fair and reasonable arrangements for the relevant follow-up matters, and go through the record-filing formalities with the AMAC within five working days of the date of modification.
The manager shall submit the record-filing report on the modification and the relevant materials to the AMAC. The record-filing report shall state the modified particulars, whether the modification involves any change in investment direction and proportion, trustee's opinion on such modification, form of informing the modification, whether an open period is set for the modification, the withdrawal status, and whether there is large-amount withdrawal, among others. In the case of extension of the asset management plan, the record-filing report shall also state whether it meets the relevant requirements of Article 55 of the Administrative Measures.
Article 13 In the case of termination of an asset management plan, the manager shall, within five working days of the date of termination, start to organize the liquidation of the assets under the asset management plan and report it to the AMAC. The manager shall, within five working days of completion of the liquidation, submit a liquidation report to the AMAC, stating the liquidation result and the distribution of liquidated property, among others.
Article 14 A manager shall submit to the AMAC the information on the asset management plan such as the continuous fundraising, investment operation, and final investment direction of assets prior to the 10th day of each month, submit the operation information on the asset management plan such as the level of financing leverage and deferred payment on schedule, and submit the information on pressure tests on a regular basis.
A manager shall strengthen the information system building and the review of the information submitted to ensure that the information submitted is authentic, accurate, complete, and timely.
Article 15 Where a manager is imposed any administrative regulatory measure or administrative penalty by the CSRC or any of its local offices or any other financial regulatory authority under the State Council, or any self-regulatory measure or disciplinary sanction by the Securities Association of China, the China Futures Association, any stock exchange, or any registration and clearing institution as a result of the private equity asset management business, the manager shall report it to the AMAC within two working days of receipt of the relevant measure or handling decision.
Chapter III Verification Procedures
Article 16 The AMAC shall verify the record-filing information and materials. If the record-filing information and materials are complete and conform to the requirements, the AMAC shall issue the record-record-filing certification within five working days of receipt of the record-filing materials.
If the record-filing information and materials are incomplete or do not conform to the requirements, the AMAC shall, within five working days of receipt of the record-filing materials, inform the manager of all the content that needs to be supplemented and corrected at one stroke.
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Zhong Ji Xie Fa [2023] No. 15
July 14, 2023
In order to standardize the private equity asset management business of securities and futures operators, protect the legitimate rights and interests of investors and the relevant parties, and promote the healthy development of the industry, the Asset Management Association of China (hereinafter referred to as the "AMAC") has revised the Administrative Measures for the Record-filing of Private Asset Management Schemes of Securities and Futures Operators (for Trial Implementation) as the Measures for the Record-filing of Private Equity Asset Management Plans by Securities and Futures Operators, which have been deliberated on and adopted by the Executive Council of the AMAC and are hereby issued and shall come into force as of the date of promulgation. The Administrative Measures for the Record-filing of Private Asset Management Schemes of Securities and Futures Operators (for Trial Implementation), which were issued in June 2019, shall be repealed simultaneously.
The Announcement is hereby given.
Attachment I: Measures for the Record-filing of Private Equity Asset Management Plans by Securities and Futures Operators
Chapter I General Provisions
Article 1 The Measures for the Record-filing of Private Equity Asset Management Plans by Securities and Futures Operators (hereinafter referred to as the "Measures") are formulated in accordance with the Securities Law of the People's Republic of China, the Law of the People's Republic of China on Securities Investment Funds, the Futures and Derivatives Law of the People's Republic of China, the Administrative Measures for the Private Equity Asset Management Business of Securities and Futures Operators (hereinafter referred to as the "Administrative Measures"), the Administrative Provisions on the Operation of Private Equity Asset Management Plans of Securities and Futures Operators, and other laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in order to standardize the private equity asset management business of securities and futures operators, protect the legitimate rights and interests of investors and the relevant parties, and promote the healthy development of the industry.
Article 2 Within the territory of the People's Republic of China, where a securities or futures operator establishes a private equity asset management plan (hereinafter referred to as the "asset management plan" or "product") through non-public offering or acceptance of property contributions and acts as the manager, with a trustee agency acting as the trustee, to carry out investment activities for the benefit of investors in accordance with laws, administrative regulations, the provisions of the CSRC, and the asset management contract, the Measures shall apply.
For the purpose of the Measures, "securities and futures operators" refer to securities companies, fund management companies, futures companies, and subsidiaries legally established by the aforesaid institutions to engage in private equity asset management business.
Article 3 Whoever engages in private equity asset management business shall observe the principles of voluntariness, fairness, good faith, and the supremacy of customers' interests, scrupulously fulfill their duties, act with prudence and diligence, safeguard the legitimate rights and interests of investors, and serve the real economy, and shall not impair the national interests, public interests, and the legitimate rights and interests of others.
Article 4 To engage in private equity asset management business, securities and futures operators shall, in accordance with the requirements of the Asset Management Association of China (hereinafter referred to as the "AMAC"), go through the formalities for the record-filing of asset management plans in a timely manner, report the information on the operation of asset management plans, and accept the self-regulation by the AMAC.
Securities and futures operators that go through the formalities for the record-filing of asset management plans shall submit record-filing information and materials and operation information in an authentic, accurate, complete, and timely manner, and be responsible for the authenticity, accuracy, completeness, timeliness, and compliance of such record-filing information and materials and operation information.
Article 5 The AMAC shall handle the record-filing of asset management plans in accordance with the principles of compliance with laws and regulations, openness, transparency, convenience, and efficiency, and conduct self-regulation of the private equity asset management business of securities and futures operators.
Article 6 The record-filing of an asset management plan by the AMAC shall not be a guarantee of the safety of the assets under the asset management plan or of the returns of investors, nor shall it indicate that the AMAC guarantees the authenticity, accuracy, and completeness of the record-filing materials.
Investors shall fully understand the investment scope, investment strategies, risks, returns, and other information on asset management plans, prudently select asset management plans according to their own risk-taking capabilities, and judge the investment value and bear the investment risks at their own discretion.
Article 7 The AMAC's self-regulation of securities and futures operators shall be subjected to the guidance and supervision of the CSRC, and the AMAC shall establish regulatory cooperation and information sharing mechanisms with the CSRC and its local offices, stock exchanges, futures exchanges, securities registration and clearing institutions, the futures market monitoring center, the Securities Association of China, the China Futures Association, and other relevant institutions.
Chapter II Record-filing Requirements
Article 8 A manager shall, in accordance with the provisions, file the establishment of and modify the filed particulars of asset management plans with the AMAC, and report information such as the operation, risk profiles, and the report on liquidation upon termination of asset management plans in a timely manner.
Article 9 A manager shall appoint one or more investment managers for each asset management plan. Each investment manager shall have obtained the qualification for engaging in the fund business and completed the appointment registration with the AMAC.
Article 10 A manager shall announce the establishment of the asset management plan within ten working days of the date on which the proceeds of the collective asset management plan are fully paid up. The manager shall notify investors in writing of the establishment of the asset management plan after the entry of entrusted assets under the single asset management plan in the account.
Within five working days of the date of establishment of the asset management plan, the manager shall go through the record-filing formalities with the AMAC. Prior to the completion of the record-filing of the asset management plan, the asset management plan may, for the purpose of cash management, be invested in banks' current deposits, treasury bonds, central bank bills, policy financial bonds, local government bonds, money market funds, and other underlying products approved by the CBRC.
Article 11 To establish an asset management plan, a manager shall submit the following materials through the comprehensive reporting platform for the asset management business of the AMAC:
(1) the record-filing report;
(2) the asset payment certification;
(3) the establishment announcement or the notice of establishment;
(4) the asset management contract;
(5) the prospectus of the plan;
(6) important contract texts relating to the product, including the trusteeship agreement, the sales agreement, and the investment consulting agreement;
(7) the information sheet on investors, including the name, the certificate type, the certificate number, the type of subscribed units, and the subscription amount;
(8) the risk disclosure statement;
(9) the examination opinion of the chief compliance officer; and
(10) any other material as required by the CSRC and the AMAC.
Where the participation of any other private equity asset management plan in the asset management plan is allowed, the manager shall provide an information sheet on final investors on the upward look-through principle.
Article 12 In the case of any modification to an asset management contract, the manager shall obtain the consent from the investors and the trustee in the form set forth in the asset management contract, legally protect the investors' right to withdraw from the asset management plan, make fair and reasonable arrangements for the relevant follow-up matters, and go through the record-filing formalities with the AMAC within five working days of the date of modification.
The manager shall submit the record-filing report on the modification and the relevant materials to the AMAC. The record-filing report shall state the modified particulars, whether the modification involves any change in investment direction and proportion, trustee's opinion on such modification, form of informing the modification, whether an open period is set for the modification, the withdrawal status, and whether there is large-amount withdrawal, among others. In the case of extension of the asset management plan, the record-filing report shall also state whether it meets the relevant requirements of Article 55 of the Administrative Measures.
Article 13 In the case of termination of an asset management plan, the manager shall, within five working days of the date of termination, start to organize the liquidation of the assets under the asset management plan and report it to the AMAC. The manager shall, within five working days of completion of the liquidation, submit a liquidation report to the AMAC, stating the liquidation result and the distribution of liquidated property, among others.
Article 14 A manager shall submit to the AMAC the information on the asset management plan such as the continuous fundraising, investment operation, and final investment direction of assets prior to the 10th day of each month, submit the operation information on the asset management plan such as the level of financing leverage and deferred payment on schedule, and submit the information on pressure tests on a regular basis.
A manager shall strengthen the information system building and the review of the information submitted to ensure that the information submitted is authentic, accurate, complete, and timely.
Article 15 Where a manager is imposed any administrative regulatory measure or administrative penalty by the CSRC or any of its local offices or any other financial regulatory authority under the State Council, or any self-regulatory measure or disciplinary sanction by the Securities Association of China, the China Futures Association, any stock exchange, or any registration and clearing institution as a result of the private equity asset management business, the manager shall report it to the AMAC within two working days of receipt of the relevant measure or handling decision.
Chapter III Verification Procedures
Article 16 The AMAC shall verify the record-filing information and materials. If the record-filing information and materials are complete and conform to the requirements, the AMAC shall issue the record-record-filing certification within five working days of receipt of the record-filing materials.
If the record-filing information and materials are incomplete or do not conform to the requirements, the AMAC shall, within five working days of receipt of the record-filing materials, inform the manager of all the content that needs to be supplemented and corrected at one stroke.
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