Contrasting Offshore Funds with Domestic Funds in China

Nov 12, 2020


Contrasting Offshore Funds with Domestic Funds in China

Jurisdictions

Mainland,China

Offshore jurisdictions

instruction

Name

securities investment fund

(adopting ‘contractual fund’ structure)

Private equity / venture capital funds

(adopting ‘limited partnership’ structure)

Mutual funds (Open-Ended)

Private equity fund (close-ended fund)

 

Governing body

China Securities Regulatory Commission, AMAC

 

Cayman: CIMA Financial Authority

BVI: The FSC financial management sentence

 

 

Legal form

The contract type is the main

The partnership is the main one

Corporate type, trust, limited partnership

 

Fund documents

Record commitment letter, prospectus, fund sales agreement,subscription agreements, custody agreement (if any), electronic contract service agreement (if any), risk disclosure booklet,fund organization-chart,proof of capitalcontributionand purpose of the fund, risk assessment questionnaire, fund registry record, investment management agreement, fund cash account documents and approvals, et

Fund prospectus, fund subscription agreement, fund redemption application, additional subscription application, share transfer agreement, fund articles of association, investment advisory agreement (if any), fund management agreement, fund anti-money laundering manual, fund valuation manual, fund registration certificate, investors self-identified table (FATCACRS), investors asset source statement

Limited partnership Agreement, Fund Subscription Agreement, Investor Self-identification Form (FATCACRS), Limited Partnership Registration Certificate, Fund Anti-money Laundering Manual, Fund Valuation Manual,

 

Manager licensing requirements

Need, register with AMAC

Cayman, BVI: licensed exemption (SIBL registration)

Singapore: Request for MAS (such as an RFMC license)

Hong Kong: required license at the SFC (e. g. licence 4 and 9)

 

Fund administrator

 not mandatory but normally the fund’s custodian also take this role

an independent 3rd party fund administration service provider

 

Key operators

None

Executive Partner / delegated Representative with GP delegated personnel

Fund Director (at least two natural persons)

GP Director (at least two natural persons)

 

registration

requirements

It shall be filed with AMAC

registration with local regulatory body are required for most of the offshore funds

 

Investment scope

Stocks, bonds, futures, options, fund shares of publicly traded limited companies and other securities and derivatives as stipulated by the CSRC.

hedge fund can invest inother hedge funds, unit trusts,funds managed by asset managers owned a brokage firm , managed account etc

Private equity funds, 

Venture capital funds & 

Fund of PEVC funds

It is usually agreed upon in the fund prospectus (and / or) the appendix to the investment details (Appendix / Supplement)

Usually agreed in the "limited partnership agreement" LPA

 

KYC

Anti-money laundering audit is required, and the requirements need to be further clarified.

AML audits and monitoring should be conducted in accordance with the local AML requirements / guidelines for fund registration

 

 information disclosure

toinvestors andAMAC only

No disclosure to the public, only regular disclosure / declaration to investors and limited to the local regulatory authorities

 

NAV and reporting frequency

Monthly / quarterly / annual report

Quarterly report / semi-annual report / annual report

At least quarterly

At least every year

Note: Take the Cayman man as an example

number of investors

up to 200

LimitedPartnership is allowed for up to 50 LPs

Cayman: There are no restrictions on the regulated funds

Singapore: RFMCs should not have more than 30 investors (other LFMCs without restrictions) refer to the Minimalist Singapore Fund Guide 

 

Investorrequirements

**Institutions with a Net Asset Value (NAV) of no less than 10 million yuan.

**Individuals with financial assets of no less than 3 million yuan or a personal annual income averaging no less than 500,000 yuan over the past three years.

Financial assets, as defined, include bank deposits, stocks, bonds, fund shares, asset management plans, bank wealth management products, trust plans, insurance products, and futures equity.

 

Additionally, the following investors are considered Qualified Investors:

 

**Social security funds, enterprise annuities, and other pension funds, as well as charitable funds and other public welfare funds.

**Investment plans established in accordance with the law and filed with the Asset Management Association of China.


**Private fund managers and their employees who invest in the private funds they manage.

1. High Net Worth Individuals: Individuals with a high level of financial sophistication or significant financial means.


2. Institutional Investors: Entities such as banks, insurance companies, and pension funds.


3. Sophisticated Investors: Individuals or entities with a certain level of investment knowledge or experience.

 

 

Minimum investment amount

1 millionCNY

It usually starts at $100,000

 

Registration processing time

N/A

About a week

up to oneweek

 

 audit

not required

LimitedPartnership 

required for both open-ended and close-ended funds

 

custodian

mandatory

optional

optional

optional (subject to asset’s nature)

 

 capital gains tax

None

None

 

corporate income taxes

NIL

NIL

 

Value-added tax

Applicable

NIL

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