1 Qualification examination lawyers should examine whether the applicant institution is legally established and effectively exists in China. 2 Business Scope Review Lawyers should review whether the business scope recorded in the industrial and commercial registration documents of the applicant organization complies with relevant national laws and regulations. Whether the name and business scope of the applicant institution contain words such as "fund management", "investment management", "asset management", "equity investment", "venture investment" and other words closely related to the business attributes of the private equity fund manager; and private equity funds Whether the name of the manager contains the word "private placement". 3. The professional management review lawyer shall examine whether the applicant institution complies with the professional management principles of Article 22 of the "Interim Measures for the Supervision and Administration of Private Equity Funds" and explain whether the main business of the applicant institution is private equity fund management business; the business scope of the applicant institution or Whether the actual business concurrently engages in businesses that may conflict with the private equity investment fund business, business that conflicts with the "investment management" buyer's business, and other non-financial businesses. 4. Equity structure review lawyers should review the equity structure of the applicant’s institutional shareholders. Does the applicant institution have foreign shareholders that directly or indirectly control or participate in the company? If so, please explain whether its foreign shareholders comply with current laws and regulations and the requirements stipulated by the China Asset Management Association after being penetrated. 5. The lawyer who examines the actual controller should examine whether the applicant institution has an actual controller; if so, please explain the identity or industrial and commercial registration information of the actual controller, as well as the control relationship between the actual controller and the applicant institution, and explain the actual controller Actual control over the institution. 6. Relatedness review lawyers should examine whether the applicant institution has subsidiaries (financial companies holding more than 5%, listed companies holding more than 20% and other companies), branches and other related parties (controlled by the same controlling shareholder/actual controller) financial enterprises, asset management institutions or related service institutions). If so, please describe the situation and whether its subsidiaries and related parties have been registered as private equity fund managers. 7. Lawyers reviewing the working conditions of private equity funds should examine whether the applicant institution has the basic facilities and conditions for business operations such as employees, business premises, and funds. , requiring the development of private equity fund management business. 8. The risk control review lawyer should review whether the applicant institution has established a risk management and internal control system. Whether corresponding systems have been established based on the type of private equity fund management business to be applied for, including (depending on the specific business type) operational risk control system, information disclosure system, internal transaction recording system, investment transaction system to prevent insider trading and conflicts of interest, Qualified investor risk disclosure system, qualified investor internal audit process and related systems, publicity and promotion of private equity funds, fair trading system and practitioners (applicable to private equity investment fund business). 9. Lawyers reviewing the fundraising method should examine whether the applicant has signed a fund outsourcing service agreement with other institutions, and explain its outsourcing service agreement and whether there are potential risks. 10. The senior management review lawyer will review whether the senior management personnel of the applicant institution are qualified to engage in fund business and whether the position setting of senior management personnel meets the requirements of the China Asset Management Association. Senior management includes the legal representative, the representative appointed by the managing partner, the general manager, deputy general manager (if any) and the person in charge of compliance/risk control. 11 Illegal review lawyers review whether the applicant institution has been subject to criminal penalties, administrative penalties or administrative supervision measures by financial regulatory authorities; whether the applicant institution and its senior managers have been punished by industry associations; whether there is negative information in the capital market credit database; whether it has been included The list of persons subject to enforcement for dishonesty; whether they are included in the national enterprise credit information publicity system's abnormal operation list or the list of serious illegal enterprises; whether there are bad credit records on the Credit China website, etc. 12 Lawyers involved in litigation review should review the litigation or arbitration status of the applicant institution in the past three years. 13. The filing materials review lawyer shall review whether the registration application materials submitted by the applicant institution to the China Asset Management Association are true, accurate, and complete. 14. Handle other matters deemed necessary by lawyers and law firms.
Key points and tips that lawyers need to pay attention to when issuing legal opinions 1 Legal opinions are divided into two categories: registration legal opinions and special legal opinions on major changes. 2. "Legal Opinion" The date of signing of the "Legal Opinion" for registration of a private equity fund manager shall be within one month before the private equity fund manager submits an application for registration as a private equity fund manager. 3 Supplementary Legal Opinion After the legal opinion is submitted, the private equity fund manager shall not modify the private equity registration application materials submitted; if supplements or corrections are indeed needed, they shall be issued separately by the original handling lawyer and law firm with the consent of the China Asset Management Association. Supplementary legal opinion. 4. The conclusion of the legal opinion is clear. Legal opinions shall not use vague words such as "basically meets the requirements". Law firms and handling lawyers should express reservations about matters that do not comply with relevant laws and regulations and the provisions of the China Securities Regulatory Commission and the China Asset Management Association, or matters whose legal nature or legality cannot be accurately determined after due diligence, and explain the corresponding reason. 5. Validity requirements for legal opinions The legal opinions should be signed by two practicing lawyers, stamped with the seal of the law firm, and dated.