Practical Difficulties and Solutions for Legal Opinions of Registered Private Equity Fund Managers

Applicable situations：

1. Registered private equity fund manager applies to change controlling shareholder；
2. A registered private equity fund manager applies to change the actual controller；
3. A registered private equity fund manager applies to change the legal representative/executive partner；
4. Other major matters identified by the China Asset Management Association。

As of August 27, 2025，"Major changes in managers" in the AMBERS system include：1) Changes in relevant content of subject qualification certification documents 2) Branch offices、child

Company information

and related party information changes 3) changes in the legal compliance and integrity status of the manager 4) changes in the type of institution and business type 5) changes in investors 6) changes in the actual controller/largest shareholder 7) changes in senior executives 8) changes in the listing status of the manager Among them，Only the actual controller changes、A legal opinion letter is required under three circumstances: changes in the largest shareholder and changes in the legal representative.。

Others, such as private equity fund managers changing their names、Place of registration、Business scope、Senior management personnel other than changes in legal representative/executive partner、Fund custodian and other matters，There is no clear decision yet to submit a "Special Legal Opinion"

Require

。(1) In practice，When a private equity fund manager changes the person in charge of compliance and risk control，Also covered

Require

Issue special legal opinions，This situation belongs to the fourth situation above that requires the submission of a special legal opinion.。

also，There is also a view that：Normally，If the private equity fund manager has multiple major information changes, submit them together，Even if it does not include several types of situations that require the issuance of special legal opinions，Under the careful determination of the association，It may also be

Require

Issue special legal opinions。(2) The legal opinion needs to express clear conclusive opinions on major matters that have not changed。

For example, when only the legal representative is changed，Controlling shareholders need to be informed、The actual controller has not changed and issued a clear opinion。(3) The legal opinion needs to explain the reasons for the major changes and their rationality.。The association has emphasized on many occasions that shell frying is prohibited、Buying and selling shell，Especially in the case of changes in controlling shareholders and/actual controllers，The rationality of the reason for the change is particularly important。If it is recognized by the association as a trading shell，The association will refuse to handle changes in major matters。

in practice，Only shareholder exits occur，Such as changes in controlling shareholders and actual controllers due to exit due to expiration of the cooperation period，Or the change of controlling shareholder due to internal equity transfer or capital increase among shareholders is easily accepted by the association.，However, external natural persons or institutions become shareholders and hold controlling shares through capital increase or equity transfer.，May need to justify changes。(4) The legal opinion needs to explain whether the procedures for major changes comply with the agreement and legal regulations。

According to the fund contract or partnership agreement, it needs to be passed by the resolution of the unit holders meeting/partners meeting，It should be checked whether the resolution procedures and contents comply with the agreement。Information disclosure should also comply with the relevant provisions of the fund contract/partnership agreement and the association’s information disclosure measures。

1. If changes in related parties occur due to changes in controlling shareholders or actual controllers，The legal opinion needs to explain and verify the changes in related parties，Related party information in the AMBERS system should be updated simultaneously。

According to the association’s definition of “related party”，Related parties are “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”。In the event of changes in the controlling shareholder or actual controller，Related parties generally change at the same time。

When the AMBERS system clearly lists "changes in related party information" as major changes，Association may

Require

The special legal opinion on major changes provides clear verification opinions on whether related parties have changed.。

The registration and filing of private equity fund managers must meet the following basic conditions:

1. Legally register a manager company in China，You can choose between a limited company or a limited partnership；
2. Registered capital 10 million or more，More than 25% of the actual payment is in place
3. Entrust a law firm to issue a registration legal opinion，Need to prepare in advance；
4. Have at least 3 senior executives with more than 3 years of relevant experience，There must be a person in charge of risk control among senior executives
5. Executive resumes must be true，The Asset Management Association will conduct spot checks and interview senior executives from time to time.
6. Senior executives must have relevant professional qualifications and bachelor degree or above.
7. Enterprises must have complete risk control、internal control、Personnel trading、Information disclosure and other systems

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