Answers to related questions about private equity funds

Hong Kong Xintong-Today I will answer some related questions about private equity funds.，Let’s learn together! one、What is a private equity fund? A private equity fund refers to an investment fund established in China to raise funds from qualified investors in a non-public manner.，Including contractual funds or companies or partnerships established for the purpose of investment activities whose assets are managed by a fund manager or general partner。

two、Private equity funds are classified according to their investment targets.，Private equity funds are divided into the following categories:：

1. Private Securities Investment Fund：Private securities investment funds invest in shares of publicly issued joint stock companies (listed companies)、bond、Fund shares，and other securities and their derivatives specified by the China Securities Regulatory Commission。That is, private securities funds invest in publicly issued securities.。
2. private equity investment funds：Private equity investment funds invest in equity interests in unlisted companies。

That is, private equity funds invest in equity that are not publicly traded.。

1. Venture Capital Fund：Venture capital funds are a special category of private equity investment funds。
2. Other private equity funds：Other private equity funds invest in art、Certain products such as red wine。three、Private equity fund raising method

Require

Private equity funds shall raise funds from qualified investors in a non-public manner，No public or disguised public solicitation is allowed。

Not through newspapers、Radio、television、Internet and other public media or lectures、Report meeting、Analysis meetings and announcements、flyers、SMS、WeChat、Blogs and emails, etc.，Promote and promote to unspecified audiences。Four、Definition of Qualified Investors of Private Equity Funds Private equity funds shall not raise funds from entities other than qualified investors.。

Qualified investors of private equity funds refer to those who have corresponding risk identification capabilities and risk-taking capabilities，A unit that invests in a single private equity fund with an amount of not less than 1 million yuan and a net asset of not less than 10 million yuan；Or the amount invested in a single private equity fund is not less than 1 million yuan and financial assets (financial assets include bank deposits、stock、bond、Fund shares、Asset Management Plan、Bank financial products、trust plan、insurance products、Futures rights, etc.) are not less than 3 million yuan or individuals whose average annual income in the past three years is not less than 500,000 yuan。

five、Limitation on the number of investors in private equity funds. The cumulative number of investors in a single private equity fund shall not exceed the Securities Investment Fund Law.、"Company Law"、Specific number of persons specified in the Partnership Enterprise Law and other laws。Partnership fund investors、The total number of investors in a limited company fund shall not exceed 50；Contractual fund investors、The total number of investors in joint-stock company funds shall not exceed 200。

six、Situations considered as qualified investors by the Asset Management Association of China Social Security Fund、Enterprise annuities and other pension funds，Charitable funds and other social welfare funds；An investment plan established in accordance with the law and registered with the Asset Management Association；Private equity fund managers and their employees who invest in the private equity funds they manage；Other investors specified by the China Securities Regulatory Commission。The above-mentioned fund industry associations are regarded as qualified investors。

seven、In the case where the number of investors penetrates into the consolidated calculation, the number of investors shall be calculated as a partnership、Contract and other unincorporated forms，Directly or indirectly invest in private equity funds by pooling funds from a majority of investors，Private equity fund managers or private equity fund sales agencies should conduct thorough verification to see whether the final investor is a qualified investor.，And combined to calculate the number of investors。

eight、Circumstances that exempt investors from penetrating verification and no longer count their numbers together Social Security Fund、Enterprise annuities and other pension funds，Charitable funds and other social welfare funds；An investment plan established in accordance with the law and registered with the Asset Management Association；Private equity fund managers and their employees who invest in the private equity funds they manage；Other investors specified by the China Securities Regulatory Commission。

The above-mentioned investors are exempted from the penetrating verification of whether the final investor is a qualified investor and will no longer be combined to calculate the number of investors.，Treat it as a single qualified investor。Nine、Can private equity funds promise guaranteed returns? Private equity fund managers、Private equity fund raising agency，Investors shall not be allowed to promise that their investment principal will not be lost or that they will receive a minimum return。

ten、Nature of registration and filing of private equity funds Private equity fund managers shall register in accordance with the law，Within 20 working days after the completion of private equity fund raising，Should apply for filing in accordance with the law。All types of private equity fund managers and private equity funds must register with the Asset Management Association of China，otherwise，Not allowed to engage in private equity investment fund management business activities。

eleven、What information does the filing of private equity funds include? Private equity fund managers should complete the filing within 20 working days after the private equity fund is raised.，Report the fund name truthfully、Capital size、Basic information of investors、Fund contract (fund company articles of association or partnership agreement，(collectively referred to as the Fund Contract)、Fund operation status (custody、Disclosure frequency、Main investment directions, etc.)、Brief information about investment projects。

twelve、Private Equity Fund Manager Registration Private equity fund managers shall complete the fund manager registration procedures with the China Asset Management Association and apply to become a member of the Asset Management Association.。Private equity fund managers should truthfully declare basic information about fund managers、Basic information for senior managers and other practitioners、Basic information of shareholders or partners、Basic information about managed funds。

Thirteen、Whether fund management institutions established by foreign capital are included in the scope of registration and filing? Private equity fund management institutions established by foreign capital in China，Must complete the private equity fund manager registration procedures with the Asset Management Association。Private equity fund management institutions established by foreign capital outside China are temporarily not included in the registration scope。fourteen、Can an institution without paid-in capital be registered as a private equity fund manager? Private equity fund management institutions must have appropriate capital.，to be able to support its basic operations。

fifteen、Regular updates from private equity fund managers

Require

1. Private Securities Investment Fund
2. monthly updates：Private equity fund managers should make monthly updates within 5 working days from the end of each month，Update relevant information about private securities investment funds under management，including fund size、net unit value、Number of investors, etc.。
3. annual update：Private equity fund managers shall conduct annual updates within 20 working days from the end of each year.，Update private equity fund managers、Shareholder or partner、Senior managers and other practitioners、Basic information such as private equity funds managed。Private equity fund managers shall submit their financial statements before the end of April each year，Fill in the annual financial report audited by an accounting firm through the private equity fund registration and filing system。
4. Non-private securities investment funds (private equity funds、Venture Capital Fund)
5. quarterly update：Private equity fund managers shall conduct quarterly updates within 10 working days from the end of each quarter.，Update relevant information on non-securities private equity funds such as private equity investment funds under management，Including subscription scale、Actual payment scale、Number of investors、Main investment directions, etc.。
6. annual update：Private equity fund managers shall conduct annual updates within 20 working days from the end of each year.，Update private equity fund managers、Shareholder or partner、Senior managers and other practitioners、Basic information such as private equity funds managed。Private equity fund managers shall submit their financial statements before the end of April each year，Fill in the annual financial report audited by an accounting firm through the private equity fund registration and filing system。

Venture capital funds should also submit reports on investment in small, medium and micro enterprises and social and economic contributions.。

sixteen、Update on major changes in private equity fund managers

Require

The private equity fund manager has the following major events:，Private equity fund managers shall report to the Asset Management Association within 10 working days.：

1. Name of private equity fund manager、Changes in senior management；
2. Controlling shareholders of private equity fund managers、The actual controller or executive partner changes；
3. Split-up or merger of private equity fund managers；
4. Private equity fund managers or senior managers have committed serious violations of laws and regulations；
5. Disbanded according to law、Being revoked or declared bankrupt in accordance with the law；
6. Other major matters that may harm the interests of investors。

seventeen、Update on major changes in private equity funds

Require

During the operation of private equity funds，When the following major events occur，Private equity fund managers shall report to the Asset Management Association within 5 working days.：

1. Major changes to the fund contract；
2. The number of investors exceeds the legal and regulatory requirements；
3. Fund liquidation or liquidation occurs；
4. Private equity fund manager、Fund trustee changes；
5. Continuous operation of the fund、investor interests、Other events that have a significant impact on net asset value。

eighteen、Do employees of private equity fund managers need to have fund qualifications? Employees of private equity fund managers who engage in non-private securities investment funds (private equity investment funds and venture capital funds) business are not required to

Require

Qualified for fund business。Employees of private equity fund managers engaged in private equity investment fund business shall have the qualifications to practice private equity funds.。

Meet one of the following conditions，Can be considered to be qualified to practice private securities funds：

1. Pass the Fund Practitioner Qualification Examination；
2. Engaged in investment management-related business in the past three years (this type of situation mainly refers to engaging in related asset management business in the past three years)，And the average annual scale of assets under management is more than 10 million yuan，Or have worked for a financial regulatory agency and the financial institutions it regulates in the past three years)；
3. Other circumstances recognized by the Asset Management Association (such circumstances mainly refer to those who have passed the Securities Practitioner Qualification Examination or the Futures Practitioner Qualification Examination)，Obtain relevant qualifications；or have obtained domestic、External funds or asset management、Fund sales and other related professional qualifications, etc.)。

nineteen、Basic Conditions for Senior Managers of Private Equity Funds Senior managers of private equity funds should meet two basic conditions for their appointment:：

1. No record of major breach of trust in the past three years；
2. No market entry ban measures have been taken by the China Securities Regulatory Commission。

twenty、Scope of senior managers of private equity funds Senior managers of private equity funds refer to the chairman of the board、General manager、deputy general manager、Executive Partner (Authorized Representative)、Compliance and risk control officers and other personnel performing the above duties。twenty-one、Do senior managers of private equity fund managers need to obtain fund practitioner qualifications?

Senior management personnel of private equity fund managers engaged in private equity investment fund business [Legal Representative]、Executive Partner (Authorized Representative)、General manager、deputy general manager、The person in charge of compliance and risk control shall obtain a fund practitioner qualification。

At least two senior managers of various private equity fund managers (private equity investment funds and venture capital funds) engaged in non-private securities investment fund business must obtain fund practitioner qualifications，its legal representative、Executive Partner (Authorized Representative)、The person in charge of compliance and risk control should obtain fund practitioner qualifications。The senior managers of private equity fund managers meet one of the following conditions:，Can obtain fund practitioner qualifications：1、Pass the Fund Practitioner Qualification Examination。

The examination subjects of the Fund Practitioner Qualification Examination include subject 1 "Fund Laws and Regulations"、Professional Ethics and Business Standards" and Subject 2 "Basic Knowledge of Securities Investment Funds"。According to the "Notice on Matters Concerning the Fund Practitioner Qualification Examination" of the China Asset Management Association (China Fund Industry Association)[2025]112Number)，Comply with relevant examination score recognition regulations，Can be regarded as passing the Fund Practitioner Qualification Examination。

1. Engaged in investment management-related business in the past three years and meets relevant qualification requirements。This type of situation mainly refers to those who have engaged in asset management-related business in the past three years.，And the average annual scale of assets under management is more than 10 million yuan。
2. Passed the Securities Practitioner Qualification Examination、Futures Practitioner Qualification Examination、Banking qualification examination and meet relevant qualification requirements；Or pass the Certified Public Accountant Qualification Examination、Legal Professional Qualification Examination、Asset appraiser professional qualification examination and other financial-related qualification examinations and meet relevant qualification requirements。
3. Other circumstances determined by the Qualification Certification Committee of the China Asset Management Association。

It is proposed to adopt the above-mentioned No. 2、3How to determine the situation: Senior executives of private equity fund managers who have obtained fund practice qualifications，You should also pass the Fund Practitioner Qualification Examination Subject 1 "Fund Laws and Regulations"、Professional Ethics and Business Standards" exam，Only then can it be determined that the fund practitioner qualification has been obtained。

Senior executives of private equity fund managers who have obtained fund practice qualifications，It should be in accordance with the "Private Investment Fund Manager Registration and Fund Filing Measures (Trial)" and the "Notice on Matters Concerning the Fund Practitioner Qualification Examination"

Require

，Only by completing 15 hours of follow-up training each year can one maintain his or her fund practitioner qualifications.。

twenty-two、Private equity fund managers who have registered within the deadline for rectification of their senior managers shall comply with the above provisions.，Self-examination of relevant senior management personnel’s qualifications for fund business，And submit an application for major changes in senior management qualifications through the private equity fund registration and filing system before December 31, 2025.，to complete the rectification。

Failure to make corrections within the time limit，The China Asset Management Association will suspend accepting the institution’s private equity fund product registration applications and other major matters change applications。The China Asset Management Association will continue to publish information on the private equity fund manager publicity platform (

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