Port communicationOur company provides fund company registration and filing services! as we all know，Registered fund managers have policy and equity categories，So what are the differences between the two types of filings?
?Article 1 To regulate the behavior of private equity investment fund subsidiaries of securities companies (hereinafter referred to as private equity fund subsidiaries)，Effectively control risks，According to the Company Law、"Partnership Law"、Securities Law、Securities Investment Fund Law、"Regulations on the Supervision and Administration of Securities Companies"、"Interim Measures for the Supervision and Administration of Private Investment Funds" and other laws, regulations and regulatory provisions，Develop this specification。
Article 2 Private equity fund subsidiaries engage in private equity investment funds (hereinafter referred to as private equity funds) business，Should comply with laws and regulations、supervision
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and this specification。Private equity fund subsidiaries shall not engage in business unrelated to private equity funds。Article 3 Securities companies should highlight their main business，Fully consider your own development needs、Financial strength and management capabilities，Prudently establish private equity fund subsidiaries。
Article 4 Private equity fund subsidiaries carry out business，Should follow sound management、Honesty and trustworthiness、The principle of diligence and conscientiousness。Article 5 Securities companies shall establish a sound and effective internal control mechanism，Effectively fulfill the management responsibilities of the parent company，Implement unified management and control over subsidiaries，Enhance self-discipline。
Article 6 Securities companies shall incorporate the compliance and risk management of private equity fund subsidiaries into the company’s unified system，Strengthen capital constraints on private equity fund subsidiaries，Achieve full coverage of compliance and risk management of subsidiaries，Prevent conflicts of interest and transfer of interests。Article 7 In principle, each securities company shall establish no more than one private equity fund subsidiary.。
Securities companies should clearly divide the business scope between securities companies and private equity fund subsidiaries, and between private equity fund subsidiaries and other subsidiaries.，Avoid conflicts of interest and industry competition。Article 8 Private equity fund subsidiaries shall join the Securities Association of China (hereinafter referred to as the Association)，Become a member of the association，Accept the self-discipline management of the association。
Chapter 2 Establishment of Private Equity Fund Subsidiaries Article 9 Securities Companies Establish Private Equity Subsidiaries，Should comply with the following
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：(1) Have a sound corporate governance structure，Improve and effective internal control mechanism、Risk management system and compliance management system，Prevent risk transfer and conflicts of interest with private equity fund subsidiaries；(2) Various risk control indicators in the past six months comply with the relevant requirements of the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) and the association.
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，and after establishing a private equity fund subsidiary，All risk control indicators continue to comply with regulations；(3) Not subject to criminal or administrative penalties due to major violations of laws and regulations in the past year，And there is no situation under investigation by regulatory authorities and relevant agencies for suspected major violations of laws and regulations.；(4) The articles on external investment in the company’s articles of association clearly stipulate that the company can establish private equity fund subsidiaries，and approved by the China Securities Regulatory Commission dispatched office in the place of registration.；(5) Other conditions stipulated by the China Securities Regulatory Commission and the Association。
Securities companies failed to highlight their main business、Steady operation、Honesty and trustworthiness、Diligent and conscientious、Capital constraints or strong internal controls，Private equity fund subsidiaries are not allowed to be established。Article 10 A securities company shall establish a private equity fund subsidiary wholly with its own funds.。Securities companies are not allowed to jointly invest with other investors to establish private equity fund subsidiaries in disguised form through other methods such as share holdings.。
Article 11 A private equity fund subsidiary shall disclose the name of the private equity fund subsidiary on the website of the company and the securities company within five working days after completing the industrial and commercial registration.、Place of registration、Registered capital、Business scope、legal representative、Senior management and preventing risk transfer、Institutional arrangements for conflicts of interest and other matters，and update in time。
Chapter 3 Business Rules Article 12 Private equity fund subsidiaries are subject to taxation、policy、supervision、The needs of partners, etc. require the establishment of special purpose agencies such as fund management agencies，Should hold more than 35% of the equity or capital contribution of the institution，and has management control。
Fund management institutions under private equity fund subsidiaries can only manage private equity funds that are consistent with the purpose of establishing the institution.，The business scope of each subordinate fund management institution should be clear and clear，Do not overlap or repeat。Article 13 Private equity fund subsidiaries and their affiliated fund management institutions invest their own funds in private equity funds established by the institution.，The amount of investment in a single fund shall not exceed 20% of the total amount of the fund。
Article 14 Private equity fund subsidiaries and their special purpose entities may manage idle funds for the purpose of cash management.，However, we should insist on effective risk control、The principle of maintaining liquidity，and can only invest in government bonds publicly issued in accordance with the law.、central bank bills、short term financing bills、investment grade corporate bonds、Money market funds and capital-guaranteed bank financial products have lower risks、Liquid securities。
Article 15 Private equity fund subsidiaries and their special purpose entities shall not provide guarantees or loans to external parties.，Shall not become an investor jointly and severally liable for the debts of the invested enterprise。
Article 16 Securities companies serve as guidance agencies for initial public offerings of stocks by companies planning to be listed.、financial advisor、Sponsor、The lead underwriter or the securities firm responsible for listing and publicly transferring the stocks of the company to be listed，The principle of signing the relevant agreement or substantively carrying out the relevant business shall be followed, whichever is earlier.，After this point in time, private equity funds managed by private equity fund subsidiaries and their affiliated fund management institutions are not allowed to invest in the enterprise.。
The relevant agreements referred to in the preceding paragraph，It refers to an agreement signed between a securities company and a company to be listed that confirms that the securities company will serve as the guidance agency for the initial public offering of stocks of the company to be listed.、financial advisor、Sponsor、Agreement on the terms of the lead underwriter or the sponsoring securities firm that will list and publicly transfer the stocks of the company to be listed，Includes coaching agreement、financial advisory agreement、Sponsorship and Underwriting Agreement、Recommend listings and continue to supervise agreements, etc.。
Article 17 Private equity fund subsidiaries shall not engage in the following behaviors:：(1) Use your own funds to invest in companies other than Article 13 of this Code、Investment objects other than Article 14；(2) Engaging in or disguised entity business，Except for financial investment；(3) Establishing other institutions in addition to the subordinate fund management institutions and other special purpose institutions；(4) The prerequisite for investing in the enterprise is that the enterprise to be invested in hires the parent company or its underwriting and sponsor subsidiary to serve as the sponsor or sponsoring securities firm.；(5) Other behaviors prohibited by the China Securities Regulatory Commission and the Association。
In principle, special purpose vehicles set up by private equity fund subsidiaries are not allowed to set up any other branches.。Article 18 Private equity fund subsidiaries shall have a certain number of senior managers and investment managers，There must be no less than 2 senior managers with more than 5 years of experience in investment management or asset management.；There must be no less than 3 investment managers with more than 2 years of experience in investment management or asset management.。
The senior managers and investment managers referred to in the preceding paragraph shall have no bad integrity records in the past year.，not subject to administration、criminal penalties、Subject to regulatory measures or self-disciplinary sanctions，And there is no situation under investigation by the competent authorities for suspected violations of laws and regulations.。Manager registration and filing securities，and equity agents，Private securities fund registration conditions and
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Private securities fund registration conditions and
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