Compliance points
Fund managers should fully and accurately disclose investment risks to investors, and provide investors with relevant risks related to the overall arrangement of the investment transaction structure, the ownership of the underlying underlying assets, the repurchase ability and integrity of the guarantor. be fully disclosed.
The disclosure of the fund investment transaction structure in the prospectus is incomplete and unclear; the disclosure of the risk of repurchase Fang Yihe's gold repurchase is mainly "the repurchase ability of the repurchase party, which will also depend on market conditions, its own operating capabilities, etc." "Changed due to factors", it did not disclose important information such as that it had been included in the list of dishonest persons subject to enforcement before the relevant transactions, and that the relevant UCB shares it held had been frozen and seized due to litigation. The aforementioned documents cannot prove that Shanghai Xiaocun has fully disclosed to investors the ownership of the underlying underlying assets of the relevant private equity fund , the risks associated with the repurchase ability and integrity of the guarantor.
Compliance basis
" Interim Measures for the Supervision and Administration of Private Equity Investment Funds "
Article 4: Private equity fund managers and institutions engaged in private equity fund custody business (hereinafter referred to as private equity fund custodians) manage and use private equity fund assets and engage in Private equity fund sales agencies (hereinafter referred to as private equity fund sales agencies) and other private equity service agencies engaged in private equity fund service activities must fulfill their duties and fulfill their obligations of good faith, prudence and diligence. Private equity fund practitioners should abide by laws and administrative regulations, and abide by professional ethics and behavioral norms.
"Measures for the Administration of Private Equity Fund Raising"
Article 23: Fundraising institutions shall adopt reasonable methods to disclose private equity fund information to investors, reveal investment risks, and ensure that the relevant content in promotion materials is clear and eye-catching. The contents of private equity fund promotion materials should be consistent with the main contents of the fund contract, and should not contain any false records, misleading statements or major omissions. If there are any inconsistencies, special explanations should be made to investors.
Article 24: Raising institutions and their employees are prohibited from engaging in the following behaviors when promoting private equity funds: 1. Public promotion or public promotion in disguised form; 2. False records, misleading statements or major omissions in promotion materials; 3. Promise that investors' funds will not be lost in any way, or promise investors minimum returns in any way, including promoting "expected returns", "estimated returns", "forecast investment performance" and other related content; 4. Exaggerating or one-sidedly promoting funds, violating regulations Use words such as "safety", "guaranteed", "commitment", "insurance", "hazard", "guaranteed", "high yield", "risk-free", etc. that may mislead investors into making risk judgments; 5. Use "Buy quickly", "good opportunity to subscribe" and other words that unilaterally emphasize the time limit of concentrated marketing; 6. Recommend or unilaterally select past overall performance or past fund product performance for less than 6 months; 7. Publish individuals, legal persons or other organizations Congratulatory, flattering or recommending text; 8. Use data sources and methods that are not comparable, fair, accurate and authoritative to compare performance, and arbitrarily use "best performance", "largest scale", etc. Relevant wording; 9. Maliciously disparaging peers; 10. Allowing personnel not employed by the institution to promote private equity funds; 11. Promoting private equity funds that are not established or responsible for raising by the institution; 12. Laws, administrative regulations, China Securities Regulatory Commission and Other behaviors prohibited by of China Asset Management Association.
"Private Investment Fund Information Disclosure Management Measures"
Article 11: Information disclosure obligors shall not engage in the following behaviors when disclosing fund information: 1. Public disclosure or disguised public disclosure; 2. False records, misleading statements or major omissions ; 3. Predicting investment performance; 4. Promising profits or bearing losses in violation of regulations; 5. Defaming other fund managers, fund custodians or fund sales agencies; 6. Publishing congratulatory or complimentary messages from any natural person, legal person or other organization or recommendation text; 7. Use data sources and methods that are not comparable, fair, accurate, and authoritative to compare performance, and arbitrarily use related terms such as "best performance" and "largest scale"; 8. Legal , administrative regulations, other activities prohibited by the China Securities Regulatory Commission and the China Asset Management Association.
Case
"Guangzheng Wu Commercial Bank No. 1 Private Equity Investment Fund" and "Guangzheng Wu Commercial Bank No. 2 Private Equity Investment Fund" managed by Shanghai Xiaocun Asset Management Co., Ltd. (hereinafter referred to as Shanghai Xiaocun) (hereinafter collectively referred to as "Guangzheng Wu Commercial Bank No. 2 Private Equity Investment Fund") No. 1 and No. 2") fund properties are mainly used to subscribe for the "Jiaxing Tianfeng Equity Investment Management Partnership (Limited Partnership)" (hereinafter referred to as "Jiaxing Tianfeng") in which Jiaxing Chongbang Equity Investment Management Co., Ltd. is the general partner. ), Jiaxing Tianfeng directly or indirectly invests in the shares of Urumqi Bank (hereinafter referred to as Urumqi Bank). According to the relevant entrusted investment agreement, "Jiaxing Tianfeng" plans to purchase the shares held by Beijing Yugao Aviation Equipment Co., Ltd. (hereinafter referred to as "Beijing Yugao") through Shanxi Jinmantang Jewelry Co., Ltd. (hereinafter referred to as "Shanxi Jinmantang") The shares are held on behalf of the company at the same time. However, the shares held by Beijing Yugao that are to be transferred to Wuhan Bank have been pledged before the relevant transactions. Shanghai Xiaocun failed to fully disclose to investors the overall arrangement of the relevant transaction structure and the ownership of the underlying underlying assets. At the same time, the "Guangzheng Wu Commercial Bank No. 1 and No. 2" fund contract stipulates that if the target company fails to complete the listing as agreed, it has the right to require Yihe Gold Products Co., Ltd. (hereinafter referred to as "Yihe Gold") to pay an annual rate of 8% (Simple interest calculation) Repurchase the corresponding equity. After investigation, it was found that Yihe Gold had been included in the list of dishonest persons subject to enforcement before the relevant transactions. The relevant shares of Wuhan Bank held by it were also frozen and seized due to litigation, and its repurchase ability was questionable. Shanghai Xiaocun did not fully disclose this repurchase risk to investors. Shanghai Xiaocun argued: In response to the problem of not fully disclosing relevant risks to investors, the company has disclosed "risks of investing in a single investment target" and "repurchase risks of the repurchase party" to investors in the risk disclosure document, and has also disclosed it in the risk disclosure document. Disclose the investment structure of the project in the fundraising documents and try our best to let investors understand the project situation.
The Fund Industry Association believes that:
The "Fund Risk Warning Letter" submitted by Shanghai Xiaocun contains tips on the investment and transaction structure of "Guangzheng Wu Commercial Bank No. 1 and 2", but the disclosure of the fund investment and transaction structure in the prospectus is incomplete. , unclear; the disclosure of the risk of repurchasing Fang Yihe's gold repurchase mainly states that "the repurchasing party's repurchase ability will also change due to market conditions, its own operating capabilities and other factors", and it has not disclosed that it has participated in the relevant transactions. He was previously included in the list of dishonest persons subject to enforcement, and the relevant UCB shares he held were frozen and seized due to litigation and other important information. The aforementioned documents cannot prove that Shanghai Xiaocun has fully disclosed to investors the ownership of the underlying underlying assets of the relevant private equity funds, the guarantor's repurchase capabilities and the risks associated with its integrity. Relevant information disclosure and risk disclosure are incomplete and insufficient, violating Article 4 of the "Measures for the Supervision of Private Equity Funds", Articles 23 and 24 of the "Measures for the Administration of Private Equity Fund Raising" , and Article 24 of the "Private Equity Investment Measures" Article 11 of the Measures for the Administration of Fund Information Disclosure.
Typical meaning
Managers should be complete and accurate in their reminders of fund investment risks, and should not use vague or misleading statements. Otherwise, they may be deemed to have "failed to fully disclose relevant risks to investors" and be subject to disciplinary action by the Asset Management Association. possible.
Material source
China Securities Investment Fund Association
The author of this article: Li Jia, a full-time lawyer in the corporate business department, holds a Bachelor of Laws degree from Zhengzhou University and a Master of Laws from Zhengzhou University.
’s practice focuses on legal matters related to corporate governance, investment and financing, and civil and commercial litigation.
is Henan Zhongyu Modern Industrial Investment Development Co., Ltd., Henan Yuzi Puchuang Equity Investment Fund Management Co., Ltd., Henan Caixin Fusion Big Data Information Technology Co., Ltd., Henan Zhongyu Jin Holdings Equity Investment Management Co., Ltd., Sinopharm Holdings Henan Co., Ltd. , Sinopharm Holdings Kaifeng Co., Ltd. , Henan Nongkai Investment Fund Management Co., Ltd., China Railway 17th Bureau Group Third Engineering Co., Ltd., Kaifeng City Operation Investment Group Co., Ltd., Zhengzhou Si Nian Food Co., Ltd., Chibi Shenshan Xingnong Technology Co., Ltd., Henan Jidi Real Estate Co., Ltd., Henan Meiyang Real Estate Co., Ltd., Suzhou Luodao Nanotechnology Co., Ltd. and many other companies provide perennial legal counsel or special legal services. Participated in handling many sales contract disputes, construction project construction contract disputes, commercial housing sales contract disputes, franchise contract disputes, multiple bill disputes, private loan disputes, labor disputes, etc.
editor | Wang Mingqi
