I. Basic information of fund managers and their subsidiaries (branches)
(A) the basic situation of the fund manager
1. Please provide the fund manager's current valid business license, organization code certificate, bank account opening permit, tax registration certificate, articles of association and state-owned assets property right registration certificate (if any). The manager of the state-owned holding fund shall provide the approval documents of the state-owned asset management institution or the resolutions of the board of directors and shareholders' meeting with decision-making power.
2. Please provide the basic information inquiry form printed by the administrative department for industry and commerce, and list the current basic situation of the fund manager (stamped with the inquiry seal of the administrative department for industry and commerce).
3. Please provide a set of industrial and commercial registration materials of the fund manager since its establishment (stamped with the inquiry seal of the administrative department for industry and commerce).
4. Please provide the business premises of the fund manager, including the proof that the business premises are consistent with the registered place of the fund manager. Have their own property rights, provide proof of property rights; If it is leased, the lease contract and tax payment certificate must be provided.
5. Please provide all previous capital verification reports (including the original contribution certificate) of the registered capital paid by the fund manager.
6. Please provide any government approval, certificate or license (if any) of the fund manager for special industries or businesses.
7. Please provide the audited financial reports of the fund manager in the last three years and the financial statements in the last month.
(2) Basic information about the subsidiaries, branches and other affiliated institutions of the fund manager (if applicable)
8. Please provide the current valid business licenses and articles of association of the fund manager's subsidiaries (financial enterprises, listed companies and other enterprises holding more than 5% shares), branches and other affiliated institutions (financial enterprises, asset management institutions or related service institutions controlled by the same controlling shareholder/actual controller).
9. Please provide the basic information inquiry form printed by the administrative department for industry and commerce, listing the current basic information of the fund manager's subsidiaries, branches and other affiliated institutions (including registered capital, date of establishment, business scope, operating period, shareholders and capital contribution, whether the equity is pledged or sealed up, etc. ).
10. Please provide the complete industrial and commercial registration information of the fund manager's subsidiaries, branches and other affiliated institutions since their establishment (stamped with the inquiry seal of the administrative department for industry and commerce); Overseas subsidiaries, branches and other affiliated institutions, please provide their business registration certificates, annual returns, articles of association, etc.
1 1. Are the subsidiaries, branches and other affiliated institutions of the fund manager registered as private fund managers? If yes, please explain the situation and provide relevant fund manager registration documents.
12. Please provide the audited financial reports of the fund manager's subsidiaries in the last three years and the financial statements in the last month.
(3) Examination and approval of foreign-related fund managers (if applicable)
13. If the fund manager and its subsidiaries and affiliated institutions have overseas institutional shareholders (directly or indirectly), please provide the following documents issued by the relevant competent authorities:
(1) approval certificate of foreign-invested enterprise;
(2) Foreign direct investment business registration certificate (issued by the bank);
(3) Reply from the Ministry of Commerce (applicable to foreign-invested enterprises and foreign-invested venture capital enterprises);
(4) Securities investment business license (applicable to domestic securities investment by qualified foreign institutional investors);
(5) Business qualification documents or replies issued by Shenzhen Financial Office or other competent departments in the QFLP pilot area;
(6) qualification certificate for fund management (applicable to Sino-foreign joint venture securities investment fund management companies);
(7) Certificates or approval documents of foreign-invested investment industries issued by other competent departments.
Two. Shareholders and actual controllers of the fund manager
14. Please provide the current equity structure chart of the fund manager, which should be disclosed to the ultimate equity holder (actual controller) and shareholding ratio of each shareholder, that is, to natural persons or state-owned asset management institutions.
15. Natural person shareholders are requested to provide the following materials (directly or indirectly):
(1) Copy of ID card of domestic natural person shareholder;
(2) Identification documents of overseas natural person shareholders;
(3) Please provide personal information of natural person shareholders, including but not limited to name, gender, nationality, ID number, foreign investment, etc.
16. Please provide the following materials of domestic institutional shareholders (directly or indirectly):
(1) Current business license;
(2) The latest articles of association (partnership agreement);
(three) the basic information query form printed by the administrative department for Industry and commerce, which lists the current shareholders (partners) and capital contribution (must be traced back to natural persons or state-owned assets management institutions).
17. Please provide a complete set of registered information (directly or indirectly) of notarized shareholders of overseas institutions, including but not limited to
(1) business registration certificate;
(2) annual return;
(3) Articles of association.
18. Does the fund manager and its subsidiaries have trust shareholding, entrusted shareholding or similar agreement arrangements? If yes, please provide relevant agreements.
19. If the fund manager has an actual controller, please provide the following materials:
(1) Identification document of the actual controller;
(2) Main qualification documents;
(3) Description of the actual controller's foreign investment.
20. Whether the shareholders (partners) of the fund manager have directly signed relevant agreements and arrangements, if so, please provide all agreements, annexes and supplementary agreements.
III. Senior managers of fund managers
2 1. Please provide a list of the current senior managers of the fund manager, including the legal representative (the representative appointed by the executive partner), general manager, deputy general manager (if any), compliance/risk control person in charge, etc. , provide a copy of the ID card of the above-mentioned personnel, and fill in the Questionnaire for Senior Managers attached to this document list for their current positions (including positions in fund managers and other units).
22, the fund manager's recent social security, housing provident fund remittance slip, social security, provident fund payment voucher (issued by the social security department, provident fund management department)
23. Employment contracts, performance award agreements and project investment agreements of fund managers and senior managers.
24. Please provide a copy of the fund qualification certificate of the senior managers.
Four. Organizational structure and internal governance of fund managers
25. Please provide the current internal organization chart (including all departments and their subsidiaries and branches).
26. Please explain the functions of the fund manager's internal organization.
27. Please explain whether the fund manager has established an effective system suitable for the fund manager according to the type of private fund management business he applied for. If yes, please provide all system documents (the specific system depends on the specific business type), mainly including:
(1) Basic system of the company: rules of procedure of the three sessions, general manager's work rules, related party transactions, external guarantee system, foreign investment management system, subsidiary management system, financial management system, business management system, administrative management system, personnel management system, confidentiality system and post isolation system.
(2) Operational risk control system.
(3) Information disclosure system;
(4) Internal transaction record system;
(5) An investment trading system to prevent insider trading and conflicts of interest;
(6) Risk disclosure system for qualified investors;
(seven) the internal audit process of qualified investors and related systems;
(eight) the relevant regulatory system for the promotion and raising of private equity funds;
(9) Fair trade system (applicable to private equity investment fund business);
(10) Securities trading declaration system for employees.
Verb (abbreviation for verb) the operation of fund managers
28. Please explain the main business and part-time business of the fund manager.
29. Please provide all business licenses and/or government approvals obtained by the fund manager to engage in various businesses within its business scope.
30. Does the business scope and/or actual business scope of the fund manager engage in any business that may conflict with the private fund management business, such as private lending, private financing, fund-matching business, microfinance, small lending, P2P/P2B, crowdfunding, factoring, guarantee, real estate development, trading platform, etc. If yes, please explain relevant information.
3 1. Does the business scope and/or actual business scope of the fund manager engage in business or other non-financial business that conflicts with the buyer's business of "investment management"? If so, please explain the relevant information.
32. Require the fund manager to provide all major business contracts in the last year, and explain the performance of the contracts, including the description of the fund manager's payment progress, and the details of any party's performance, breach of contract, suspension or termination of the contracts.
33 whether the company has signed a fund outsourcing service agreement with other institutions (including providing services such as sales, sales payment, share registration, valuation accounting, information technology system, etc.). ), please provide the relevant outsourcing agreement, the corresponding risk management framework (system) of the fund manager, and the due diligence report on the contracting institution.
Six, major litigation, arbitration and administrative punishment
34. For the major litigation and arbitration cases that the fund manager, its subsidiaries, branches, actual controllers and senior management personnel have not settled or closed in the past three years, please explain their status (plaintiff, defendant and third party), the other party, the cause of dispute and jurisdiction, and please provide relevant documents (the final judgment, ruling, mediation and application implementation of cases that have been finalized in the past three years).
35. If the fund manager and its subsidiaries, branches, actual controllers and senior managers are currently involved in the investigation procedures of any government agency, please explain the relevant situation and provide relevant documents.
36. Whether the fund manager, its subsidiaries, branches, actual controllers and senior managers have been subjected to criminal punishment, administrative punishment by financial regulators, administrative supervision measures or disciplinary action by trade associations, if so, please explain and provide relevant punishment documents and payment vouchers for punishment.
37, the fund manager and its subsidiaries, branches, actual controllers, senior management whether:
(1) was disciplined by the fund industry association or other industry associations;
(2) Whether there is negative information in the capital market credit database;
(3) Being included in the list of persons who have lost their trust;
(four) listed in the national enterprise credit information publicity system of abnormal operation or serious illegal enterprises list;
(5) Credit China has a bad credit record on its website.
If yes, please explain the situation.
Seven. Tax on fund managers
38. A description of the taxes and tax rates applicable to fund managers and the preferential tax conditions enjoyed by the government. Fund managers (including but not limited to preferential tax policies, tax holidays, tax relief at normal applicable tax rates, certificates issued by tax authorities) and relevant government approvals.
39. All tax disputes between the fund manager and the tax authorities and the explanation of the fine imposed on the fund manager by the tax authorities.
40 tax registration certificate (national tax, local tax) and financial registration certificate; And other relevant tax documents.
VIII. Employees and Social Security of the Company
4 1. Please outline the employee status of the fund manager and its subsidiaries and branches (employee roster).
42. Please summarize the labor contract signed between the fund manager and employees and the company's management of personnel files.
43. The labor contract signed by the fund manager (the year when the labor contract was signed for the first time, the year when the labor contract was renewed for the latest time, and the information about the absence of the labor contract).
44. Please provide the registration information of the fund manager and its subsidiaries and branches, including "five insurances and one fund" (pension insurance, medical insurance, unemployment insurance, work injury insurance, maternity insurance, housing accumulation fund, etc. ).
45. Please explain how fund managers, their subsidiaries and branches handle social insurance and pay social insurance premiums for employees.
46. Please explain whether the fund manager, its subsidiaries and branches have defaulted on social security fees or been punished by social security administration in the last three years. If yes, please provide relevant administrative penalty notice (rectification notice) and fine payment voucher.
Nine. any other business
47. Please provide the certificates issued by the fund manager, its subsidiaries and branches in the past three years by the competent departments of industry and commerce, taxation, labor, social insurance and housing accumulation fund.
48. Please provide proof that the actual controller and senior management of the fund manager have no criminal record.