Translator：Jiang Wenyu

Asset Management Association of China (hereinafter referred to as AMAC or the Association) issued the Notice on Matters related to strengthening the self-regulation of abnormal business institutions (hereinafter referred to as the Đánh bạc trực tuyến Việt Namuot;NoticeĐánh bạc trực tuyến Việt Namuot;), which is numbered as No. 37 of AMAC [2022], on January 30, 2022, to refine and clarify the abnormal operation exit mechanism of private fund managers.

The logic of the whole process and life cycle supervision system and self-regulation of private equity funds is becoming clearer and clearer, with registration and filing as the core pre-regulation, risk monitoring and disposal as the core mid-regulation, and self-inspection and disciplinary cancellation as the post-regulation.

The only way for the private equity institutions that are not included in the abnormal list is to abide by the original intention, practice internal skills, and do the Đánh bạc trực tuyến Việt Namuot;compliance workĐánh bạc trực tuyến Việt Namuot; according to the requirements, in order to be stable and make a long way forward.

In view of this, Zhao Yuanzhen lawyer team of Shanghai Landing Law Offices (Beijing) has spent two months to prepare the " Đánh bạc trực tuyến Việt Nam&As Manual for Private Equity Institutions with Abnormal Operation ", which combines the spirit of the Notice and provides answers to Đánh bạc trực tuyến Việt Namuestions of "entry" and "exit" of abnormal operating institutions, and resolves the following issues.

On June 20, 2022, the professional legal information database Wolters Kluwer first invited Zhao Yuanzhen lawyer team to put the Đánh bạc trực tuyến Việt Nam&As Manual for Private Equity Institutions with Abnormal Operation " online on the "Financial Compliance Practice Module" of Wolters Kluwer first.

Đánh bạc trực tuyến Việt Nam&As Manual is divided into eight parts, with the first part answering questions related to the issuance of the Special Legal Opinion, the second to seventh parts answering questions related to the first to seventh types of abnormal institutions in the Notice of the Association, and the eighth part being the original text of the Notice. Đánh bạc trực tuyến Việt Nam&As Manual contains 100+ high-frequency FAQs of private fund managers, and from the perspective of the Notice and the relevant self-regulatory rules of the Association, it provides comprehensive answers to the private fund managers' questions on the operation of abnormal institutions, which plays an important role in guiding the private fund managers and relevant practitioners.

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Table of Contents of Đánh bạc trực tuyến Việt Nam&As Manual

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Content excerpts

Excerpts from Category 2 Q&As for Category 1 Operationally Abnormal Institutions

The first category of abnormal institutions is not a new Đánh bạc trực tuyến Việt Namuot;shortlistedĐánh bạc trực tuyến Việt Namuot; member of abnormal institutions, but has been clearly defined in the Announcement issued by the Association as early as 2018, and strict institutional arrangements have been made.

This type of organization is the first to be cleared. While the exit mechanism is the most stringent, there is almost no option to stay or out.

The situation of such institutions and disposal mechanism appears to be very necessary. How can the institutions engage in private equity, without understanding the bottom line the boundaries?

Keep the bottom line, recognize the boundaries, upward development!

Q: What situations will be recognized as the first category of abnormal institutions in the Notice?

A：According to Đánh bạc trực tuyến Việt Namnnouncement, an institution and its legal representative, senior management, actual controller or major contributor will be recognized as the first category of operating abnormal institutions when the following circumstances occur, which may affect the institution's continued compliance with the registration requirements:

(i) Being investigated by the public security, procuratorial and supervisory authorities.

(ii) Classified as a serious defaulter by Đánh bạc trực tuyến Việt Namdministrative authorities and as an executor for breach of trust by the People's Court.

(iii) Being given administrative penalties by the securities regulatory authorities or being given self-regulatory sanctions by self-regulatory organizations such as exchanges under serious circumstances.

(iv) Refusing or obstructing the supervisory personnel or self-regulatory management personnel to exercise their supervisory and inspection or investigation powers or self-regulatory inspection powers in accordance with the law.

(v) For serious violations of the law, the securities regulatory authorities recommended to Đánh bạc trực tuyến Việt Namssociation to take self-regulatory measures.

(vi) repeatedly receiving real-name complaints from investors, suspected of violating laws, regulations and self-regulatory rules, infringing upon the legitimate rights and interests of investors, and failing to reasonably explain the matters under complaint to Đánh bạc trực tuyến Việt Namssociation and investors.

(vii) The operation process of the Đánh bạc trực tuyến Việt Namuot;private equity fund registration and filing Q&As XIVĐánh bạc trực tuyến Việt Namuot; of the provisions of the non-registration of the situation.

(viii) Other serious violations of laws and regulations and the relevant provisions of the Self-Regulation Rules such as the Guidelines for Internal Control of Private Fund Managers, out of control of operation and management, with significant risks and damages to the interests of investors.

In order to prevent this type of business situation, Jinzhu Private Equity suggests that you make preparations in advance and look for a professional private equity service team for consultation to avoid legal risks.

Q: What is the difference between the handling measures for the first category of abnormal institutions and those for other situations?

A: The first category of abnormal institutions is a more serious business abnormality, and the Announcement makes it clear that it is Đánh bạc trực tuyến Việt Namuot;mandatoryĐánh bạc trực tuyến Việt Namuot; to issue a special legal opinion, and the Association will send a written notice requesting the issuance of a special legal opinion.

If the institution does not issue the written notice after receiving the notice, it will be forcibly canceled, and if the written notice of Đánh bạc trực tuyến Việt Namssociation cannot be delivered, it will be recognized as a lost organization.Moreover, such institutions do not have the right to cancel voluntarily.

Q: Under what conditions will the private fund managers be recognized as out-of-connection institutions by Đánh bạc trực tuyến Việt Namssociation?

A: According to the Notice on Establishing the Publication System for Đánh bạc trực tuyến Việt Namuot;Out-of-connection (Abnormal)Đánh bạc trực tuyến Việt Namuot; Private Equity Institutions, a fund manager will be recognized as an Đánh bạc trực tuyến Việt Namuot;out-of-connection (abnormal)Đánh bạc trực tuyến Việt Namuot; private equity institution by the Association if it successively triggers the following conditions:

(1) The fund manager cannot be contacted by the telephone number reserved in the private fund registration and filing system, and Đánh bạc trực tuyến Việt Namssociation has not responded to the notification by email or SMS within a limited period of time.

(2) The Association issues a Đánh bạc trực tuyến Việt Namuot;lost contact announcementĐánh bạc trực tuyến Việt Namuot; through its website to urge the relevant institution to take the initiative to contact the Association, and the institution still fails to contact the Association within 5 working days after the announcement is issued.

If a private fund manager fails to answer Đánh bạc trực tuyến Việt Namssociation's call in a timely manner, the private fund manager should pay attention to the e-mail address reserved in Đánh bạc trực tuyến Việt NamMBERS system and reply to Đánh bạc trực tuyến Việt Namssociation within the time specified in the e-mail.

If it fails to reply to Đánh bạc trực tuyến Việt Namssociation within the designated time, it should pay timely attention to Đánh bạc trực tuyến Việt Namnnouncement issued by Đánh bạc trực tuyến Việt Namssociation on its official website.

If a private equity institution fails to contact the Association within 5 working days after the announcement is made, it will be recognized as a Đánh bạc trực tuyến Việt Namuot;lost (abnormal)Đánh bạc trực tuyến Việt Namuot; private equity institution.

Jinzhu Private Equity reminds you that compliance details should not be overlooked, and suggests that a fixed compliance officer should be responsible for answering phone calls, checking e-mails at a fixed time, and paying attention to the public information of the organization in a timely manner, so as to avoid being recognized as an out-of-connection organization.

Q: Will the private fund manager be recognized as an out-of-connection institution and will it be publicized on the information disclosure platform?

A: Yes.

According to the Notice on Establishing the Publication System for Đánh bạc trực tuyến Việt Namuot;Out-of-connection (Abnormal)Đánh bạc trực tuyến Việt Namuot; Private Equity Institutions, the Association will publicize the information in the Đánh bạc trực tuyến Việt Namuot;Private Equity Fund Manager Classification PublicationĐánh bạc trực tuyến Việt Namuot; column of the official website, and at the same time, it will also be marked in the private equity fund manager's institutional integrity information publicity.

Q: How should a private fund manager recognized as out-of-connection be rectified to be removed from Đánh bạc trực tuyến Việt Namssociation's list of out-of-connection institutions?

A: If a private fund manager takes the initiative to contact the Association within three months and provides relevant information and explanation as required, the private fund manager can be removed from the list of Đánh bạc trực tuyến Việt Namuot;out-of-connection (anomalous)Đánh bạc trực tuyến Việt Namuot; institutions upon the Association's consent.

Further, the out-of-connection fund manager should judge what kind of situation belongs to the Notice according to its own situation, and provide the Association with the materials required by the corresponding situation within 3 months from the date of being included in the list of Đánh bạc trực tuyến Việt Namuot;out-of-connection (abnormality)Đánh bạc trực tuyến Việt Namuot;.

As the consequences of being persistently out of contact are serious, it is recommended to seek professional support from private equity compliance experts as soon as possible to assess the risks of entering and exiting the market, and to contact Đánh bạc trực tuyến Việt Namssociation as soon as possible to apply for removal from the list of out-of-contact organizations.

Q: What are the consequences if a private fund manager recognized as out-of-connection fails to contact Đánh bạc trực tuyến Việt Namssociation in time to rectify the situation?

A: If a private fund manager is included on the Đánh bạc trực tuyến Việt Namuot;lost (abnormal)Đánh bạc trực tuyến Việt Namuot; list and does not take the initiative to contact the association and provide effective supporting materials within three months, the association will cancel the registration of the private fund manager, record the Đánh bạc trực tuyến Việt Namuot;lost (abnormal)Đánh bạc trực tuyến Việt Namuot; situation in the integrity file of the organization, and report to the China Securities Regulatory Commission (CSRC).

Q: Will the special legal opinion be publicized?

A: It may be publicized.

According to Đánh bạc trực tuyến Việt Namnnouncement, if Đánh bạc trực tuyến Việt Nambnormal operation of a private fund manager affects the judgment of potential investors or involves the public interest, the written notice of Đánh bạc trực tuyến Việt Namssociation, the explanation of the private fund manager and the special legal opinion submitted will be publicized on the website of Đánh bạc trực tuyến Việt Namssociation.

Any organization does not want to be published by the Association of special legal opinion, therefore, no Đánh bạc trực tuyến Việt Namuot;abnormalĐánh bạc trực tuyến Việt Namuot; is the operating limit of private equity institutions.

Private equity lawyers suggest that knowing the bottom line of compliance, eliminating the possibility of Đánh bạc trực tuyến Việt Namuot;abnormalityĐánh bạc trực tuyến Việt Namuot; and choosing a professional compliance team will make your operation much easier.

Zhao Yuanzhen team from Shanghai Landing Law Offices (Beijing) will continue to release a special manual on the in-depth interpretation of the new regulations in the field of private placement with the professional concept of sharing and advancing together, and we hope that you will continue to pay attention to this manual.