List of key points for due diligence review of private equity fund managers (dry information)

The list of key points (dry information) for the due diligence review of private equity fund managers has been clearly stipulated in the "Announcement on Further Regulating Certain Matters Regarding the Registration of Private Equity Fund Managers" issued by the Asset Management Association of China (hereinafter referred to as the "Association") on February 5, 2025.：New application for private equity fund manager registration，A legal opinion issued by a Chinese law firm must be submitted through the private equity fund registration and filing system.。

The legal opinion expresses conclusive opinions on the following indicators of the applicant institution one by one.：·Registration application materials、·Industrial and commercial registration status、·Professional operation situation、·Ownership structure、·Actual controller、·Related parties and branches、·Operating basic facilities and conditions、·Risk management system and internal control system、·Outsourcing situation、·Legal compliance status、·Qualifications of senior management personnel, etc.。

The above provisions mean，During the process of private equity institution applying for manager registration with the association，A legal opinion issued by a law firm must be provided。At the same time, the sponsoring lawyer needs to follow the "Guidelines for Legal Opinions on the Registration of Private Equity Fund Managers" and "Answers to Questions and Answers 1-12 Related to Registration and Filing of Private Equity Funds" issued by the association.

Require

Issue conclusive legal opinions on fourteen aspects of private equity fund managers。

Before issuing a legal opinion and issuing a conclusive legal opinion, the lawyer must conduct a comprehensive legal due diligence investigation on the private equity institution that intends to apply for manager registration.。

According to relevant laws and regulations, the author now、Normative documents and practical experience，The key points of legal due diligence review for private equity institutions that intend to apply for manager registration are summarized as follows:，So that the private equity institution planning to register can better cooperate with the sponsoring lawyer，Improve the time efficiency and communication efficiency of administrator registration work，Ensure the smooth completion of manager registration。

one、Key points for review of the legal establishment and effective existence of the applicant organization

1. Internal decision-making and external procedures for the establishment of the applicant organization：·Whether it is legal and compliant，·Whether it is necessary to obtain establishment approval from other institutions，For example, enterprises with state-owned assets background need to complete the filing procedures with the local state-owned assets supervision department before establishment.，Obtain a filing letter from the state-owned assets supervision department。
2. Does the applicant’s organization have laws?、regulations、Normative documents and the currently effective "Articles of Association" stipulate the circumstances that require termination。

at present，Laws, regulations and normative documents stipulate that the circumstances under which a company needs to be terminated include:：ordered to close、Business license revoked according to law、Expiration of operating period、Shareholders meeting resolves to dissolve、Merger, division, dissolution, etc.。3、The historical evolution of the applicant organization and whether the internal decision-making procedures for previous changes and the external industrial and commercial change registration procedures have been fulfilled，Are the change procedures and content legal and compliant?。

two、Key points for reviewing the business scope and name of the applicant organization

1. Whether the business scope of the applicant organization involves franchising matters and whether it complies with the "Company Registration Management Regulations of the People's Republic of China"、"Enterprise Business Scope Registration and Management Regulations" and other relevant provisions。
2. Does the applicant’s business scope include “fund management”?、"Investment Management"、"asset Management"、"Equity Investment"、"Venture investment" and other words closely related to the business attributes of private equity fund managers。
3. Does the name of the applicant organization include "Fund Management"?、"Investment Management"、"asset Management"、"Equity Investment"、"Venture investment" and other words closely related to the business attributes of private equity fund managers。
4. Whether the name of the applicant organization contains the word "private placement"；Whether there are breakthrough private equity attributes in the actual business development and publicity and promotion activities of the applicant institution，Promote to uncertain or non-accredited investors、Recommendation situation。

three、Key points for professional operation review of applicant organizations

1. Whether the main business of the applicant institution after it plans to officially launch its business or the business actually carried out since its establishment is private equity fund management business；And which type of private equity fund management business type it belongs to (equity investment funds (including venture capital)、securities investment funds、other investment funds)。
2. Whether there is concurrent private lending in the business scope of the applicant institution、private financing、Capital allocation business、Small amount of finance、small loan、P2P/P2B、Crowdfunding、Factoring、guarantee、real estate development、Trading platforms and other businesses that conflict with the business attributes of private equity funds；Concurrently engage in a business that conflicts with the "investment management" buyer's business；Concurrently operating other businesses other than private equity fund business。
3. The actual operation of the applicant organization、Whether there is concurrent private lending during the business development process、private financing、Capital allocation business、Small amount of finance、small loan、P2P/P2B、Crowdfunding、Factoring、guarantee、real estate development、Trading platforms and other businesses that conflict with the business attributes of private equity funds；Concurrently engage in a business that conflicts with the "investment management" buyer's business；Concurrently operating other businesses other than private equity fund business。

Four、Key points for review by institutional shareholders when applying

1. Applicant institutional shareholder composition、Shareholding ratio、Subscribed capital contribution、Paid-in capital contribution。
2. Whether the equity held by the industrial and commercial registration shareholder of the applicant institution is held on behalf of others；The specific identity of the anonymous shareholder who is holding the equity on behalf of him and the reason why he entrusted others to hold the equity on his behalf. Whether there is any situation that prohibits him from serving as a shareholder of the company.。
3. Whether the applicant institution has any foreign shareholders that directly or indirectly hold shares，If you are a natural person shareholder, check whether you are a Chinese national，If you are a legal person shareholder, check whether the shareholder of the legal person shareholder is of Chinese nationality，Verification continues until natural person。
4. If there are foreign shareholders who directly or indirectly hold shares，Whether the overseas shareholder’s domestic investment complies with the provisions of relevant laws, regulations and normative documents on foreign investment and foreign exchange management。

five、Key points for review of the actual controller of the applicant organization

1. Whether any proxy voting has been signed between the shareholders of the applicant institution、fiduciary vote、The aggregation of voting rights may lead to inconsistencies between the exercise of the voting rights of the company's shareholders and the voting rights corresponding to the shareholding ratio.。
2. If the controlling shareholder of the applicant institution is a legal person，Whether the shareholders of the applicant institution’s legal person shareholders have signed any proxy voting、fiduciary vote、The aggregation of voting rights may lead to inconsistencies between the exercise of the voting rights of the company's shareholders and the voting rights corresponding to the shareholding ratio.。
3. Resolution matters and voting mechanism of the shareholders’ meeting of the applicant institution，Board resolutions and voting mechanism，Whether some members of the shareholders' meeting or board of directors have veto power。
4. The specific manifestation of the control relationship and dominant role of the actual controller of the applicant institution over the company。six、Applicant institution subsidiary、Key points for review of branches and other related parties
5. Whether the applicant institution has subsidiaries (financial companies holding more than 5% of the shares、Listed companies and other companies holding more than 20% of shares)、Branches and other related parties (financial enterprises controlled by the same controlling shareholder/actual controller、Asset management institutions or related service institutions)。
6. such as a subsidiary、Related parties belong to financial enterprises、Asset management institutions or related service institutions，Whether the financial institution has obtained corresponding financial qualifications or licenses，Whether asset management institutions and related service institutions have registered as managers with the Asset Management Association。
7. Reasons for previous related-party transactions between the applicant institution and related parties、Amount、Corresponding agreement text, etc.，Whether the occurrence of such related-party transactions is fair and necessary。

seven、Key points for review of operating facilities and conditions of the applicant organization

1. Internal organizational structure design and division of responsibilities of the applicant organization、Definition of authority，Staffing situation of different departments。
2. Number of employees in the applicant organization、Educational qualifications、major、Work history、Experience、Entry time、hold a position、Salaries, remuneration, etc.，Whether you are working full-time in the company and whether you have signed a "labor contract" with the company，Does the company purchase five insurances and one fund for its employees?。
3. The office space and housing used by the applicant organization since its establishment。
4. Whether the registered place of the applicant organization is consistent with the actual place of business，Address of actual business premises、area、Is the area where the company owns property? (In the case of self-owned property,，Home purchase time、purchase price、Price payment status、House ownership situation) or rental use (in the case of rental use)，House rental period、rent、Rent payment status、Lease ownership status) or other ways to obtain the right to use the house；House area、Whether the office facilities can meet the company's daily operations needs。
5. Registered capital of the applicant organization、Shareholders' capital subscription、Shareholders’ actual capital contributions。
6. Whether the current account balance of the company's bank is greater than 2 million yuan and whether it can meet the funds required for the company's normal operations for more than half a year.。
7. Corresponding transactions and reasons for previous fund transfers in company accounts。
8. Estimated details of various costs and expenditures required by the company in the next six months。

eight、Key points for reviewing the internal control system of the applicant organization 1、Whether the applicant institution has established the basic systems required for company operations and the risk management and internal control systems required for private equity fund management business。The basic system mainly includes：Rules of Procedure for Shareholders' Meeting、Board of Directors Rules of Procedure、general work system、financial management system、Personnel management system、Performance management system, etc.。

Risk management and internal control systems mainly include：Operational risk control system、information disclosure system、Internal transaction recording system、Prevent insider trading、Conflict of Interest Investment Transaction System、Qualified investor risk disclosure system、Qualified investor internal review process and related systems、Private equity fund promotion、Fund raising-related regulatory systems and fair trading systems (applicable to private securities investment fund business)、Securities reporting system for practitioners, etc.。

1. Whether the specific contents of the above system are consistent with the company's organizational structure and definition of responsibilities; whether they are consistent with the specific provisions of the "Internal Control Guidelines for Private Equity Investment Fund Managers" (hereinafter referred to as the "Internal Control Guidelines")

Require

。The company system must be compared one by one with the contents of the "Internal Control Guidelines"、Verify。

1. Whether the various systems of the applicant organization are strictly implemented in the company's daily operations、obey。
2. The responsibilities and authorities assigned to each department of the applicant institution by various systems and the internal review stipulated in the system、Is the authorization mechanism enforceable?，and the effective measures taken by the company to ensure the system is enforceable.。Nine、Key points for reviewing outsourcing services of the applicant organization
3. Whether the applicant institution has signed an outsourcing service agreement。
4. Based on the operating status and conditions of the applicant institution, whether it is necessary to sign an outsourcing service agreement with a third party，Outsource part of the business to a third party。
5. If the applicant organization has outsourced part of its business or needs to outsource part of its business based on the actual situation of the company,，Whether the applicant institution has established an outsourcing service agency selection and recruitment system and an outsourcing service risk control system；Whether the relevant contents of the system comply with the "Internal Control Guidelines" and other laws、Regulations and association’s self-regulatory normative documents。
6. Whether the applicant organization has cooperated with an outsourcing service organization or plans to cooperate with an outsourcing service organization, or whether it has the corresponding qualifications as an outsourcing service organization.。

ten、Key points for review by senior executives of the applicant organization

1. Establishment of functional departments within the applicant organization、Position setting、Department responsibilities、Job responsibilities。
2. Senior executives of the applicant institution (equity investment funds refer to legal representatives and risk control directors)，Securities investment fund refers to the legal representative、The identity of the person in charge of risk control and investment、Educational qualifications、Work history、Fund business qualifications、Fund industry experience、Personal credit information、Personal criminal status, etc.。
3. Are there any circumstances stipulated in laws, regulations and self-regulatory documents of the association that prohibit serving as senior managers of fund companies?。

eleven、Key Points of Credit Review of Applicant Institutions and Senior Executives Whether the applicant institution has been subject to criminal penalties、Administrative penalties imposed by financial regulatory authorities or administrative supervision measures taken；Whether the applicant organization and its senior managers have been subject to disciplinary action by industry associations；Whether there is negative information in the capital market integrity database；Whether it is included in the list of dishonest persons subject to execution；Whether it is included in the directory of abnormal business operations or the directory of seriously illegal enterprises in the National Enterprise Credit Information Publicity System；Whether there is a bad credit record on the "Credit China" website, etc.。

twelve、Key points for review of litigation or arbitration involving the applicant institution

1. Whether the applicant institution has been involved in litigation or arbitration in the past three years。
2. If it involves litigation or arbitration，the specific cause of litigation or arbitration、case progress、Judgment、legal consequences，Which party in the case specifically belongs to (the parties、Third party or other person with rights and obligations)。

Thirteen、Key points for review of information filled in the registration system

1. All information filled in and documents submitted by the applicant institution in the registration system designated by the Asset Management Association of China (Integrated Management Platform for Asset Management Business of the Asset Management Association of China)、Is the information true?、precise、whole。
2. All information filled in and documents submitted by the applicant institution in the registration system designated by the Asset Management Association of China (Integrated Management Platform for Asset Management Business of the Asset Management Association of China)、Is the information consistent with the information retained in the lawyer’s working papers and the disclosure content in the legal opinion?。fourteen、Other important review points
3. Whether the applicant institution has issued fund products before completing the registration of the manager。
4. If issued，Then whether investors in fund products qualify as qualified investors

Require

，Whether the number of investors in the fund product meets the regulations，Recruitment of fund products、publicity、Does the recommendation comply with regulations?，Whether the fund product is still in duration or has expired, etc.。

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