Measures for the Administration of the Disclosure of Information on Privately Offered Investment Funds

 2018-06-28  51


· Area of Law: Securities

· Level of Authority: Industry Regulations

· Date issued:02-04-2016

· Effective Date:02-04-2016

· Status: Effective

· Issuing Authority: Associations

 

Notice of the Asset Management Association of China on Issuing the Measures for the Administration of the Disclosure of Information on Privately Offered Investment Funds
All management institutions of privately offered investment funds:
In accordance with the relevant provisions of the Securities Investment Fund Law and the Interim Measures for the Supervision and Administration of Privately Offered Investment Funds, the Measures for the Administration of Disclosure of Information on Privately Offered Investment Funds, as voted through the executive council of the Asset Management Association of China, are hereby issued. These Measures shall come into force on the date of issuance, and the specific arrangements concerning the implementation of Articles 5 and 6 of these Measures will be stated in another notice.
Annexes:
1. Measures for the Administration of the Disclosure of Information on Privately Offered Investment Funds
2. Guideline No. 1 for the Content and Format of Disclosure of Information on Privately Offered Investment Funds
3. Explanation on Drafting the Measures for the Administration of the Disclosure of Information on Privately Offered Investment Funds
Asset Management Association of China
February 4, 2016
Annex 1:
Measures for the Administration of the Disclosure of Information on Privately Offered Investment Funds
Chapter I General Provisions
Article 1 For purposes of protecting the lawful rights and interests of investors of privately offered funds, and regulating the disclosure of information on privately offered investment funds, these Measures are developed in accordance with the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Privately Offered Investment Funds, the Measures for the Registration of Privately Offered Investment Fund Management Institutions and Fund Recordation (for Trial Implementation) and other laws, regulations and the relevant self-discipline rules.
Article 2 For the purposes of these Measures, “parties with information disclosure obligations” means the management institutions of privately offered funds, the custodians of privately offered funds, as well as legal persons and other organizations with information disclosure obligations prescribed by laws, administrative regulations, the China Securities Regulatory Commission (“CSRC”) and the Asset Management Association of China (“AMAC”).
Where there are several parties with information disclosure obligations for a same privately offered fund, the relevant matters, responsibilities and obligations on information disclosure shall be agreed upon in relevant agreements.
A party with information disclosure obligations who authorizes a third-party agency to disclose information for it shall not be exempted from the information disclosure obligations that it shall assume in accordance with the law.
Article 3 The parties with information disclosure obligations shall disclose information to investors according to the provisions of the AMAC and those agreed upon in fund contracts, companies' bylaws or partnership agreements (hereinafter collectively referred to as “fund contracts”).
Article 4 The parties with information disclosure obligations shall ensure the authenticity, accuracy and integrity of disclosed information.
Article 5 The management institutions of privately offered funds shall, as required, report information through the backup platform for the disclosure of information on privately offered funds designated by the AMAC.
The data submitted by the management institutions of privately offered funds to the backup platform for the disclosure of information on privately offered funds shall be taken as the basis for the previous performance of the management institutions of privately offered funds and the operation of privately offered funds.
Article 6 Investors may visit the backup platform for the disclosure of information on privately offered funds designated by the AMAC to consult information.
Article 7 The parties with information disclosure obligations, investors and other related institutions shall, in accordance with the law, keep confidential all non-publicly disclosed information on privately offered funds, trade secrets, and personal privacy, among others, which they have obtained.
The AMAC shall strictly keep confidential the information on privately offered fund management institutions and privately offered funds. Such information shall not be disclosed, unless otherwise provided by any law or regulation.
Article 8 The AMAC shall, in accordance with these Measures, conduct self-discipline management of the disclosure of information on privately offered funds.
Chapter II General Provisions
Article 9 The information that shall be disclosed by a party with information disclosure obligations to investors shall cover:
(1) fund contract;
(2) prospectus and other publicity and promotion documents;
(3) clauses on major rights and obligations in fund sales agreements (if any);
(4) fund investment;
(5) assets and liabilities of funds;
(6) distribution of fund investment proceeds;
(7) arrangements on expenses assumed for the fund and merit pay;
(8) possible conflicts of interest;
(9) major lawsuits and arbitration involving the management of privately offered funds, fund assets and fund custody; and
(10) other major information that affects investors' lawful rights and interests as prescribed by the CSRC and the AMAC.
Article 10 Where a privately offered fund is taken into custody, the custodian shall, in accordance with the relevant laws and regulations, the provisions of the CSRC and the AMAC, and those agreed upon in the fund contract, review and confirm the fund information disclosed to investors such as the net asset value of the fund, net value of fund shares, price of subscription and redemption of fund shares, periodical fund reports, and the periodically renewed prospectus, prepared by the management institution of the privately offered fund.
Article 11 The party with information disclosure obligations that discloses fund information shall not commit any of the following conduct:
(1) Publicly disclosing information or publicly disclosing information in a disguised manner.
(2) Making false records, misleading statements or material omissions.
(3) Predicting investment performance.
(4) Promising benefits or assuming losses in violation of any regulation.
(5) Defaming any other fund management institution, fund custodian or fund sales agency.
(6) Publishing any congratulating, flattering or recommendatory words of any natural person, legal person or any other organization.
(7) Comparing performance by using any data source or method that is not comparable, fair, accurate or authoritative, or using “best performance,” “largest scale” or any relevant words without approval.
(8) Any other conduct prohibited by any law, administrative regulation, the CSRC or the AMAC.
Article 12 The documents on the disclosure of information on a fund raised from domestic investors shall be made in Chinese, and statements shall be made in a concise and lucid language. If a foreign version is prepared at the same time, the party with information disclosure obligations shall ensure that the two versions contain the same content. In the case of any discrepancy between the two versions, the Chinese version shall prevail.
Chapter III Information Disclosure during the Fund Offering Period
Article 13 The publicity and promotion materials (such as the prospectus) on a privately offered fund shall faithfully disclose the basic information on the fund product, which shall be consistent with the fund contract. In the case of any discrepancy, a special explanation shall be made to investors.
Article 14 During the offering period of a privately offered fund, the following information shall be disclosed to investors in publicity and promotion materials (such as the prospectus):
(1) Basic information on the fund: name of the fund, fund structure (whether it is the fund of funds or fund, whether this is a parallel fund), fund type, registration place of the fund (if any), funds raised, minimum capital contribution, fund operation form (close-end, open-end or any other form), fund duration, contact person and contact information, and fund custodian (if any).
(2) Basic information on the fund management institution: name, place of registration or major business premises of the fund management institution, date of formation, organizational form, and the registration and recordation of the fund management institution at the AMAC.
(3) Fund investment information: fund investment objective, investment strategies, investment orientation, performance comparison standards (if any), and risk return features, among others.
(4) Fund offering period: shall indicate the matters on the first fund delivery date and the last delivery date (if any).
(5) Fund valuation policies, procedures and pricing mode.
(6) Major clauses of the fund contract: form of investment, methods of income distribution and assumption of losses, standards for management expenses and provision form, methods of assumption of fund expenses, and rules for the submission of fund business reports and financial reports, among others.
(7) Fund subscription and redemption arrangements.
(8) A statement on the credit status of the fund management institution in the past three years.
(9) Other matters.
Chapter IV Information Disclosure during the Fund Operation Period
Article 15 A fund contract shall specify the information to be disclosed by the party with information disclosure obligations to investors, the disclosure frequency, disclosure methods, disclosure responsibilities, information disclosure channels, and other matters.
Article 16 During the period of operation of a privately offered fund, the party with information disclosure obligations shall, within ten working days after the end of each quarter, disclose to investors the net asset value of the fund, major financial indicators, the portfolio information, and other information.
Where the amount managed by a single privately offered securities investment fund reaches not less than 50 million yuan, the information on the net value of the fund shall be disclosed to investors within five working days after the end of each month.
Article 17 During the period of operation of a privately offered fund, the party with information disclosure obligations shall disclose the following information to investors within four months after the end of each year:
(1) Net value of the fund and total fund shares at the end of the reporting period.
(2) Financial information on the fund.
(3) Fund investment and operation and lever utilization.
(4) Account information of the investor, including the actual amount of capital contribution, the underpaid amount of capital contribution, and the total fund shares held at the end of the reporting period, among others.
(5) Information on the distribution of investment returns and assumption of losses.
(6) The management expenses and merit pay obtained by the fund management institution, including provision standards, provision form, and payment methods.
(7) Other information as agreed upon in a fund contract.
Article 18 Where any of the following major matters occurs, the party with information disclosure obligations shall, in a timely manner, disclose it to investors as agreed upon in a fund contract:
(1) Modification of the fund name, registered address, or form of organization.
(2) Material change of the investment scope and investment strategies.
(3) Modification of the fund management institution or the custodian.
(4) Modification of the legal representative, the managing partner (delegated representative), or actual controller of the management institution.
(5) Touching the fund stop-loss line or warning line.
(6) Change of the management fee rate or custody fee rate.
(7) Modification of matters on the distribution of fund proceeds.
(8) Triggering of large redemption.
(9) Modification or extension of the fund's duration.
(10) Liquidation or clearing of the fund.
(11) Occurrence of any matter on material affiliated transactions.
(12) The fund management institution, actual controller or senior executive is suspected of being involved in any serious violation of law or regulation, or is under the investigation of the regulatory authority or self-discipline management department.
(13) Major lawsuits and arbitration involving the management of privately offered funds, fund assets or fund custody.
(14) Other major matters that affect investors' interest as agreed upon in fund contracts.
Chapter V Management of Information Disclosure Affairs
Article 19 The party with information disclosure obligations shall establish and improve information disclosure management rules, designate a special person to be responsible for managing information disclosure affairs, and upload as required the documents on rules for information disclosure in the privately offered fund registration and recordation system.
Article 20 The rules for the management of information disclosure affairs shall at least cover:
(1) the information to be disclosed by the party with information disclosure obligations to investors, the disclosure frequency, disclosure methods, disclosure responsibilities, information disclosure channels, and other matters;
(2) the management of archives on documents and materials relating to information disclosure;
(3) information disclosure management department, process, channels, emergency response plans and responsibilities; and
(4) the accountability mechanism for failure to disclose information as required, and the measure of punishing personnel in violation of the relevant provisions.
Article 21 The party with information disclosure obligations shall appropriately preserve the documents and materials relating to the disclosure of information on a privately offered fund for at least ten years as of the date of termination of fund liquidation.
Chapter VI Self-Discipline Management
Article 22 The AMAC shall, on a periodical basis, disclose the guidelines for the disclosure of industry information, and provide guidance for the parties with information disclosure obligations to effectively conduct the work on matters concerning information disclosure.
Article 23 The AMAC may, on a periodical basis or from time to time, conduct on-site and off-site self-discipline inspection of the disclosure of fund information by the parties with information disclosure obligations, and the parties with information disclosure obligations shall cooperate.
Article 24 Where a privately offered fund management institution, in violation of the provision of Article 15 of these Measures, fails to agree upon information disclosure matters in a fund contract, the AMAC shall order it to take corrective action in the course of fund recordation.
Article 25 Where the party with information disclosure obligations violates Article 5, 9, 16, 17 or 18 of these Measures, the investor may file a complaint or report with the AMAC, and the AMAC may require it to take corrective action within a prescribed time limit. If it fails to do so, the AMAC may, according to the seriousness of circumstances, take disciplinary actions such as holding an admonitory talk, giving a written warning, requiring the participation in compulsory training, giving a reprimand within the industry, and including in the blacklist against the party with information disclosure obligations and major persons in charge.
Article 26 Where the party with information disclosure obligations manages information disclosure affairs in violation of any of the provisions of Articles 19 through 21 of these Measures, the AMAC may order it to take corrective action within a prescribed time limit. If it fails to do so, the AMAC may, according to the seriousness of circumstances, take disciplinary actions such as holding an admonitory talk, giving a written warning, requiring the participation in compulsory training, giving a reprimand within the industry, and including in the blacklist against the party with information disclosure obligations and major persons in charge.
Article 27 Where a privately offered fund management institution commits any conduct as mentioned in item (1), (2), (3), (4) or (7) of Article 11 of these Measures in information disclosure, the AMAC may, according to the seriousness of circumstances, take disciplinary actions such as giving a public reprimand, suspending the handling of the relevant business, revoking the registration or canceling the membership against the fund management institution; and may take disciplinary actions such as requiring the participation in compulsory training, giving a reprimand within the industry, including in the blacklist, giving a public reprimand, taking them as inappropriate, and suspending or revoking fund practicing qualification against the directly responsible person in charge and other directly liable persons, and include it in their credit archives. If the circumstances are serious, the AMAC shall transfer it to the CSRC for handling.
Article 28 Where a privately offered fund management institution is given disciplinary actions such as holding an admonitory talk, giving a written warning, and requiring it to take corrective action within a prescribed time limit twice within one year, the AMAC may take disciplinary actions such as including it in the blacklist and giving a public reprimand against it; and if it is given disciplinary actions such as including in the blacklist and giving a public reprimand twice within two years, the AMAC shall transfer it to the CSRC for handling.
Chapter VII Supplementary Provisions
Article 29 These Measures shall come into force on the date of issuance.
Article 30 For the purpose of these Measures, “not less than” and “within” shall include the figure itself.
Article 31 These Measures shall be subject to interpretation by the AMAC.