Nov 12, 2020
Contrasting Offshore Funds with Domestic Funds in China |
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Jurisdictions |
Mainland,China |
Offshore jurisdictions |
instruction |
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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) |
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Governing body |
China Securities Regulatory Commission, AMAC
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Cayman: CIMA Financial Authority BVI: The FSC financial management sentence
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Legal form |
The contract type is the main |
The partnership is the main one |
Corporate type, trust, limited partnership |
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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, |
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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) |
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Fund administrator |
not mandatory but normally the fund’s custodian also take this role |
an independent 3rd party fund administration service provider |
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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) |
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registration requirements |
It shall be filed with AMAC |
registration with local regulatory body are required for most of the offshore funds |
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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 |
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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 |
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information disclosure |
toinvestors andAMAC only |
No disclosure to the public, only regular disclosure / declaration to investors and limited to the local regulatory authorities |
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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 |
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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.
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Minimum investment amount |
1 millionCNY |
It usually starts at $100,000 |
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Registration processing time |
N/A |
About a week |
up to oneweek |
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audit |
not required |
LimitedPartnership |
required for both open-ended and close-ended funds |
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custodian |
mandatory |
optional |
optional |
optional (subject to asset’s nature) |
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capital gains tax |
None |
None |
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corporate income taxes |
NIL |
NIL |
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Value-added tax |
Applicable |
NIL |