英文模板-私募基金管理人登记法律意见书.doc

.Legal Opinion on Private Fund Manager Registration (Template)* Fund Management (Beijing) Co., Ltd.:Pursuant to the Law on Lawyers, the Administrative Measures on Engaging in Securities Law Practice by Law Firms, the Rules for the Securities Law Practice of Law Firms (for Trial Implementation), the Law on Securities Investment Funds, the Interim Measures for the Supervision and Administration of Private Investment Funds, the Measures on the Registration of Private Investment Fund Managers and Funds (for Trial Implementation), the Announcement regarding Certain Matters of Further Regulating the Registration of Private Investment Fund Managers, this firm has been retained by* Fund Management (Beijing) Co., Ltd. (hereinafter referred to as the Company) to issue this legal opinion as below based on the thorough due diligence of the Company and relevant materials, and undertake that there is no fraudulent, misleading statement or material omission contained herein. A. Registration of the Company with the Administration for the Industry and CommerceBasic Information of the CompanyCompany Name: * Fund Management (Beijing) Co., Ltd.Company Address: * Road No. *, * District, BeijingLegal Representative: *Registered Capital: RMB 50 millionDate of Establishment: January 2, 2015Operational Period: January 1, 2015 to January 1, 2045Business Scope: Investment management, management or entrustment for management of non-securities equity investment, and related consulting services. Company History:On January 2, 2015, the shareholders * and * jointly funded * Fund Management (Beijing) Co., Ltd. . On December 1, 2014, * Accounting Firm Co., Ltd. issued the 2014 No. * Capital Verification Report, inspecting and verifying that shareholders * and * paid a total investment of RMB 50 million on November 30, 2014. At the point of establishment of the Company, the amount and the ratio of capital contribution of each shareholder were as follows:No.Name of ShareholderInvestment Amount (0000)Proportion of the Registered Capital (%)1*300060.002*200040.00Total5000.0000100.00Conclusion: * Fund Management (Beijing) Co., Ltd. was duly established in China and is validly existing as of the date of issuance of this legal opinion.B. According to the filing documents of * Fund Management (Beijing) Co., Ltd. from the Administration for the Industry and Commerce, the business scope of the Company is investment management, management or entrustment for management of non-securities equity investment, and related consulting services.Conclusion: The business scope described in the business registration of * Fund Management (Beijing) Co., Ltd. complies with relevant national laws and regulations, whereby the name and the business scope contain texts and descriptions of fund management, investment management and equity investment.C. As shown on the foregoing business registration documents of * Fund Management (Beijing) Co., Ltd., the business scope of the Company is investment management, management or entrustment for management of non-securities equity investment, and related consulting services. Along with the relevant business information provided by the Company, it shows that the Companys main business is management of private funds. In the business scope set forth in the foregoing business registration or the business actually operated by the Company, there exists no business operated concurrently in conflict with the private investment fund business; there exists no business operated concurrently in conflict with the buyers business of investment management; there exists no non-financial business operated simultaneously.Conclusion: * Fund Management (Beijing) Co., Ltd. follows the principle of professional management and the business engaged by the Company is private investment fund management. In the business scope set forth in the foregoing business registration or the business actually operated by the Company, there exists no business operated concurrently in conflict with the private investment fund business; there exists no business operated concurrently in conflict with the buyers business of investment management; there exists no non-financial business operated simultaneously. D. Shareholding Structure of the CompanyAccording to the foregoing business registration of * Fund Management (Beijing) Co., Ltd., the shareholders are * and *. The shareholder * invested RMB 30 million, making up 60% of the equity interests of the Company; the shareholder * invested RMB 20 million, making up 40% of the equity interests of the Company. In conjunction with other relevant information provided by the Company, it is shown that the Company does not have foreign direct or indirect controlling shareholders or foreign shareholders. Conclusion: * Fund Management (Beijing) Co., Ltd. does not have foreign direct or indirect controlling shareholders or foreign shareholders.E. As indicated in the foregoing business registration of * Fund Management (Beijing) Co., Ltd., in tandem with other relevant information provided by the Company, it is shown that the shareholders of the Company are * and *. It does not indicate that * Fund Management (Beijing) Co., Ltd. has any other ultimate controlling owner.Conclusion: * Fund Management (Beijing) Co., Ltd. does not have any ultimate controlling owner.F. As indicated in the foregoing business registration of * Fund Management (Beijing) Co., Ltd., in tandem with other relevant information provided by the Company, * Fund Management (Beijing) Co., Ltd. is not found to have any subsidiary, affiliate or other related parties.Conclusion: * Fund Management (Beijing) Co., Ltd. does not have any subsidiary, affiliate or other related parties.G. As indicated in the foregoing business registration and other relevant information of the Company: (i) the Company has 20 employees, 5 of whom have fund practitioner qualification. All of the executives of the Company have practice experience in, among others, banks, funds, securities, risk control, compliance in line with requirements. Further, none of the executives has major dishonesty record or has been excluded from the market by the China Securities Regulatory Commission in the preceding three years; (ii) the business address is * Road No. *, * District, Beijing. The office space is 500 square meters with independent departments such as the general managers office, the finance department, the risk control department, the compliance department, the market department and conference rooms. The office is well equipped with computers, video facilities, fax machines, printers and other office equipment; and (iii) the Companys financial statements and the bank statements issued by * Bank indicate that, as of DATE, 2015, the circulating capital of the Company in the book is * and its net assets is *.Conclusion:* Fund Management (Beijing) Co., Ltd. possesses the practitioners, business premises, capital and other basic corporate operation facilities and conditions as required by the law to engage in private fund management business. H. As shown in the information and documents provided by * Fund Management (Beijing) Co., Ltd., it has established a sound risk management and internal control system. The Company has the Risk Management System and Procedure of Private Investment Funds, the Internal Control System of Private Fund Management, the Measures on the Evaluation of Investment in Private Investment Funds, the Measures on Investment Voting of the Investment Committee, the Administrative Measures on Information Disclosure, the Administrative Measures on Related Transactions, the Administrative Measures on Investment Transactions with Conflict of Interest, the Administrative Measures on In-house Transactions, the Administrative Measures on Prevention of Insider Trading, the Administrative Measures on Risk Disclosure of Qualified Investors, the Administrative Measures on Internal Audit Procedures of Qualified Investors, the Administrative Measures on Promotion and Fund-Raising of Private Investment Fund Products, as well as other relevant administrative measures in place. All of the management systems form effective allocation and constraint among each other. Conclusion: * Fund Management (Beijing) Co., Ltd. has established a risk management and internal control system, and has developed relevant systems accordingly based on the type of the private fund management business in the proposed application. I. According to the information provided by * Fund Management (Beijing) Co., Ltd., upon investigation and verification, the fund-raising of the private funds of the Company intends to be promoted, conducted and managed through the Companys own channels and capability. The Company has not executed any agreement of outsourcing services for funds with other institutions. Conclusion: * Fund Management (Beijing) Co., Ltd. has not executed any agreement of outsourcing services for funds with other institutions. J. Upon verification of the list of the executives of the Company and relevant qualification certificates provided by * Fund Management (Beijing) Co., Ltd., it is shown that * as the legal representative and the general manager, * as the representative designated by the executive partner, * as the deputy general manager, * as the chief compliance manager, and * as the chief risk control officer have fund practitioner qualification. The structure of the executive positions conforms to the requirements of the Asset Management Association of China (hereinafter referred to as the AMAC).Conclusion: The executives of * Fund Management (Beijing) Co., Ltd. have fund practitioner qualification and the structure of the executive positions conforms to the requirements of the AMAC. K. Upon verification of information in the enterprise credit records, the enterprise business registration and disclosure system, the AMAC registration disclosure system, the judicial information disclosure system and other systems, along with relevant information provided by the Company, * Fund Management (Beijing) Co., Ltd. is not found to be subject to criminal punishment, administrative fines by the financial supervision department or administrative supervision measures; the Company and its executives are not disciplined by AMAC; the Company does not have negative record in the Capital Market Integrity Database; the Company is not included in the List of Dishonest Debtors; the Company is not included in the National List of Enterprises with Abnormal Business Operations or the List of Enterprises Committing Grave Illegalities; the Company does not have bad credit record on the CreditChina website. Conclusion:* Fund Management (Beijing) Co., Ltd. is not subject to criminal punishment, administrative fines by the financial supervision department or administrative supervision measures; the Company and its executives are not disciplined by AMAC; the executives of the Company are not prohibited by the Company Law to serve their positions; the Company does not have negative record in the Capital Market Integrity Database; the Company is not included in the List of Dishonest Debtors; the Company is not included in the National List of Enterprises with Abnormal Business Operations or the List of Enterprises Committing Grave Illegalities; the Company does not have bad credit record on the CreditChina website.L. Upon enquiries to, and verification with, the court information disclosure system for litigation and enforcement as well as the information system of commercial and labor arbitral institutions for arbitrations, in conjunction with the information provided by * Fund Mana