Analysis of Key Regulatory Issues in Recent Private Fund Filing: Dual GP Structure, Information Consistency, Single Investor Verification, and Ongoing Operation Requirements

I. Division of Responsibilities and Compliance Requirements under the Dual GP Structure

In the practice of private fund filing, compliance issues related to the dual general partner (GP) structure are receiving high attention from regulatory authorities. According to recent feedback from the Asset Management Association of China (AMAC), private funds adopting a dual GP structure need to pay special attention to clearly defining management responsibilities during the filing process.

Specifically speaking, within a dual GP structure, it is essential to strictly distinguish between the responsibilities of GPs qualified as private fund managers and those that are not. According to the Interim Measures for Supervision and Administration of Private Investment Funds and relevant self-regulatory rules, all management functions throughout fundraising, investment decision-making processes must be independently undertaken by GPs with managerial qualifications. These functions include but are not limited to: capital raising and investor suitability management; fund filing applications; investment decision-making process management; due diligence on investment targets; negotiation of investment agreements; formulation and implementation of exit strategies; regular information disclosure to investors; submission of relevant information to regulatory bodies; collection of management fees and profit-sharing arrangements; distribution of fund assets among others.

For non-managerial GPs, their scope should be strictly limited to auxiliary work. Common compliance duties include providing specialized consulting services specific to certain industries or technical analysis support for post-investment management activities conducted by managers as well as monitoring compliance regarding capital flows within funds managed by them. It is particularly emphasized that non-managerial GPs must never directly assume or replace managerial roles in exercising fund management functions under any circumstances—this principle must be explicitly stated in partnership agreements.

From practical experience during filing reviews at AMAC shows particular concern about explicit provisions concerning dual GP responsibilities within partnership agreements. It is recommended that managers clarify each GP's specific authority during agreement drafting stages while separately listing clauses involving fund registration-related functions so as not avoid overlaps or ambiguous expressions regarding responsibilities. Furthermore，managers should retain complete working papers evidencing actual performance for future regulatory checks.

II. Rectification Requirements Regarding Inconsistent Manager Information

Information consistency issues have become frequent feedback items during current private fund filings processes according regulations stipulated in Articles 47 & 48 under The Administrative Measures for Registration Filings Of Private Investment Funds stipulate significant changes including alterations such legal representatives should promptly undergo change procedures with AMAC . Such matters specifically encompass: First , institutional basic information changes covering but not limited too manager name business scope registered capital registered address actual office addresses etc ; Second , equity structures along associated party relationship shifts Thirdly important personnel adjustments especially legal representative senior executives designated partners Finally changes controlling interests encompassing shareholders effective controllers ordinary partners modifications recently observed instances where some managers had discrepancies between business registration data versus records maintained via asset-management comprehensive reporting platforms (AMBERS system ) highlighting notable inconsistencies surrounding legal representative details addressing these concerns AMAC has established periodic verification mechanisms whereby upon discovering discrepancies through systematic comparisons they will require timely rectifications based latest supervisory guidelines if there exists major event alteration when submitting new product registrations written commitments assuring completion required documentation submissions occur within three months thereafter followed up subsequent products’ registrations will only proceed once all amendments finalized . It’s worth noting stricter requirements apply towards complex scenarios like changing actual controllers holding shares requiring submission additional specialized legal opinions plus satisfying minimum average monthly managed scale threshold above CNY 30 million over preceding twelve-month period failure comply may lead suspension acceptance processing new product applications hence advising establishing robust internal systems ensuring timely updates reflecting corporate registry alterations keeping pace association database preventing disruptions normal operations due inconsistent information flow .

III.Key Points on Review Process For Single Investor Funds nFor single investor-only private funds AMAC implements more stringent review protocols focusing primarily around three key areas : First justifying rationale necessity behind utilizing singularity instead multi-variant investors necessitating detailed explanations alongside supporting evidence proving genuine fundraising efforts were made especially clarifying reasons against opting diversified approach conforming commercial logic industry norms secondly verifying financial capability proof beyond standard asset validations requires compiling summary tables showcasing investments across previously filed funds detailing names codes dates methods amounts shareholdings fluctuations thirdly instituting commitment mechanisms safeguarding against ‘squatters’ hoarding behaviors mandates joint issuance written pledges prohibiting early redemption actions following approvals otherwise breaching promises could invoke disciplinary measures pursuant Article 42 Section VII governing registration protocols aimed deterring formation shell entities circumventing oversight obligations notably heightened scrutiny applies institutions acting sole LP recent cases reveal associations penetrating inquiries into institutionally held stakes calculating total subscriptions cross-referencing audited fiscal statements insufficient net worth fails cover pledged totals prompts demands supplementary proofs alternative financial assets reductions subscription levels indicating regulators enhancing vigilance authenticity funding capabilities overall illustrating trend emphasizing thoroughness continuous examination across entire chain stakeholders involved managing organizations maintaining proactive engagement consistent practices aligning evolving standards operational landscapes adapting rapidly shifting environments navigating complexities emerging markets responsibly prioritizing sustainable growth fostering trust confidence long-term returns benefitting clientele amidst intensifying pressures global finance landscape today.