Registration of Foreign Private Investment Fund Manager
Apart from the prosperity and high development in the FEM, the FSM also have the foreign investors high attention and until now there are at least 19 FPMs have been registered successfully with AMAC and over 32 fund products have been issues and sold to the eligible investors. Details please refer to Schedule 1(Registered FPMs) as follows.
Requirements for FSM Registration
In relation to the registration of an FSM, the following requirements shall be satisfied as the condition precedents:
The private securities investment fund manager shall be a company established within the territory of China.
The form of limited liability partnership is the general form to set up a domestic private securities or equity fund manager in China, however, in accordance with FAQ10, you may choose the form of wholly foreign-owned enterprise or equity joint venture, rather than limited liability partnership, to set up an FSM in China.
The overseas shareholders of the private securities fund management institution are the financial institutions approved or licensed by the financial regulators of the countries or regions where they are located, and the securities regulators of the countries or regions where the overseas shareholders are located have signed a memorandum of understanding on regulatory securities cooperation with the China Securities Regulatory Commission (the “CSRC”)(中国证监会) or other institutions recognized by it.
In light of above, there are two conditions shall be satisfied, (i) in case of the form of wholly foreign-owned enterprise, the foreign shareholder must be financial institution; and (ii) the country or region where the foreign shareholder is located must be such countries which has signed the relevant memorandum with CSRC.
Right now, there are over 58 countries or regions that have signed the relevant memorandum with CSRC, including: Hong Kong, the United States, Singapore, Australia, the United Kingdom, Japan, Malaysia, Brazil, France, German, Italy, Egypt, South Korea, Romania, South Africa, the Netherlands, Belgium, Canada, Switzerland, Indonesia, New Zealand, Portugal, Nigeria, Vietnam, India, Argentina, Jordan, Norway, Turkey, United Arab Emirates, Thailand, Liechtenstein, Mongolia, Russia, Dubai, Iceland, Austria, Spain, Taiwan, Malta, Kuwait, Pakistan, Israel, Qatar, Laos, Sweden, Cyprus, Ukraine, Lithuania, Guernsey, Belarus, Brunei, Jersey, Isle of Man, Poland, Kazakhstan, Azerbaijan, Abu Dhabi. Therefore, the foreign shareholder of the foreign private securities manager shall be a financial institution located in any country or region as above.
目前，有58个国家和地区已经与中国证监会签署了备忘录，包括香港、美国、新加坡、澳大利亚、英国、日本、马来西亚、巴西、法国、德国、意大利、埃及、韩国、罗马尼亚、南非、荷兰、比利时、加拿大、瑞士、印度尼西亚、新西兰 、葡萄牙、尼日利亚、越南、印度、阿根廷、约旦、挪威、土耳其、阿拉伯联合酋长国、泰国、列支敦士登、蒙古、俄罗斯、迪拜、冰岛、奥地利、西班牙、台湾、马耳他、科威特、巴基斯坦、以色列、卡塔尔、老挝 、瑞典、塞浦路斯、乌克兰、立陶宛、耿西岛、白俄罗斯、文莱、泽西岛、马恩岛、波兰、哈萨克斯坦、阿塞拜疆、阿布扎比。因此，外资私募证券基金管理人的境外股东应是位于上述任何国家或地区的金融机构。
The private securities fund management institution and its overseas shareholders have not been severely punished by the regulators and judicial institutions in the latest three (3) years.
The private securities and its shareholder shall strictly comply with the laws and regulations of the People’s Republic of China and that of its shareholder’s location for at least three (3) years before the registration of private securities investment fund manager with AMAC.
Registration Procedures and Timeline
The application to the registration of a FEM and FSM shall comply with the requirements and procedures as follows. An FPM shall be filed with AMAC through the platform named as “Asset Management Business Electronic Registration System” (the “AMBERS”)(资产管理业务综合报送平台), with the official website of: http://ambers.amac.org.cn.
Generally, the time for the registration of FPM is about three (3) months (the “Registration Period”) from the date when AMAC has received all of the documents and files as required in good order.
However, for the sake of clarity, the aforesaid Registration Period is theoretical only and will be subject to the documents’ preparation and the registration practices. We are willing to prepare the documents checklist accordingly and advise you with the registration practice if we are so instructed and engaged by you with the registration of FPM and/or the procedures as follows are applicable to the registration of the FPM and subject to AMAC’s regulations and policies and practices from time to time:
The procedures as follows are applicable to the registration of the FPM and subject to AMAC’s regulations and policies and practices from time to time:
Step1: prepare the document checklist and documents for the registration of FPM as required;
Step2: the issuance and the submit of legal opinion with respect to the registration of FPM;
Step3: log in AMBERS system to fill up relevant information and upload the documents as requires: Information includes:
(i) basic information of the FPM, like the certificate or license of the wholly foreign-owned enterprise or equity joint venture; (ii) business rules; (iii) financial license and affiliates of the FPM; (iv) credit information; (v) financial information; (vi) foreign shareholder information; (vii) de facto controller information; (viii) senior executive information; and (ix) a legal opinion on the registration of FPM.
(1) 机构基本信息；(2) 相关制度信息；(3) 机构持牌及关联方信息；(4) 诚信信息；(5)财务信息；(6) 出资人信息；(7)实际控制人信息；(8)高级管理人员信息；(9) 管理人登记法律意见书。
Step4: reply and answer to the feedbacks from AMAC in several times and communicate with relevant officer(s) in charge if asked:
AMAC may provide feedbacks within 20 business days from the date when the legal opinion is to be submitted. To our prior successful experience, generally, the number of AMAC’s feedback is around 1-3 times if most of the documents submitted are in good order and most of AMAC’s requirements have been satisfied at the first place.
For your kind attention, the number to reply and correct AMAC’s feedbacks shall not exceed five (5) times, otherwise, the procedure of registration FPM will be locked and suspended for a period of three (3) months and restart upon the expiry of such three (3) months.
Step5: finish and obtain the electronic certificate of FPM from the official websites; AMAC will complete the FPM registration procedures through the publicity of the basic information of the FPM on the official website of AMAC, with the link as http://www.amac.org.cn.
第五步：完成并从官方网站获取外资私募证券基金管理人登记电子证书；中基协将通过在中基协官方网站( http://www.amac.org.cn )上公布外资私募证券基金管理人的基本信息来完成登记程序。
Step6: apply and finish the registration of the foreign private equity/securities fund product within six (6) months upon the registration date of the FPM, otherwise, the FPM qualification will be de-registered. The time for the registration of foreign private equity/securities fund product is around twenty (20) working days from the date when the fund product to be raised has finished.
We understand, with the Reform and Opening-up, the foreign investors are going to play a more and more important role in the equity/securities market in China, and in returns China’s equity/securities market will be more closely connected with those of the Global. This Memorandum is a summary to the establishment and the registration of FPM under the PRC law only and we are very pleased to introduce more details with you if you have any questions, or would you like any more information, please do not hesitate to contact us via the information as follows: