另类基金法律与实践

practiceguides.chambers.comCHAMBERS GLOBAL PRACTICE GUIDESAlternative Funds 2022Definitive global law guides offering comparative analysis from top-ranked lawyersChina: Law & Practice Yuan Yuan, Tony (Xianlai) Liu, Jinghe Wang and Zhihong Jian Global Law Office CHINA2CHAMBERS.COMLaw and PracticeContributed by: Yuan Yuan, Tony (Xianlai) Liu, Jinghe Wang and Zhihong Jian Global Law Office see p.15Contents1. General p.31.1 General Overview of Jurisdiction p.32. Funds p.32.1 Types of Alternative Funds p.32.2 Fund Structures p.32.3 Funds: Regulatory Regime p.42.4 Loan Origination p.52.5 Non-traditional Assets p.52.6 Regulatory Approval Process p.62.7 Requirement for Local Investment Managers p.62.8 Other Local Requirements p.62.9 Rules Concerning Other Service Providers p.62.10 Requirements for Non-local Service Providers p.62.11 Funds: Tax Regime p.62.12 Double-Tax Treaties p.72.13 Use of Subsidiaries for Investment Purposes p.72.14 Origin of Promoters/Sponsors of Alternative Funds p.72.15 Origin of Investors in Alternative Funds p.72.16 Key Trends p.72.17 Disclosure/Reporting Requirements p.82.18 Anticipated Changes p.93. Managers p.103.1 Legal Structures Used by Fund Managers p.103.2 Managers: Regulatory Regime p.103.3 Managers: Tax Regime p.113.4 Rules Concerning Permanent Establishments p.113.5 Taxation of Carried Interest p.113.6 Outsourcing of Investment Functions/Business Operations p.123.7 Local Substance Requirements p.123.8 Local Regulatory Requirements for Non-local Managers p.124. Investors p.124.1 Types of Investors in Alternative Funds p.124.2 Marketing of Alternative Funds p.124.3 Rules Concerning Marketing of Alternative Funds p.134.4 Local Investors p.134.5 Investors: Regulatory Regime p.134.6 Disclosure Requirements p.134.7 Investors: Tax Regime p.144.8 Foreign Account Tax Compliance Act (FATCA)/Common Reporting Standard (CRS) Compliance Regime p.14 CHINA Law and PracticeContributed by: Yuan Yuan, Tony (Xianlai) Liu, Jinghe Wang and Zhihong Jian, Global Law Office 3CHAMBERS.COM1. General1.1 General Overview of JurisdictionThe alternative investment funds industry in Chi-na is relatively new yet fast-growing compared to many more developed regions in the West, with fewer than 20 years of history. Under the Chinese financial regulatory regime, oversight of the asset management industry is allocated to different regulatory bodies based on the asset manager or sponsor’s type of business. For example, financial institutions in banking, insur-ance, securities, investment funds, futures and trusts each have their own respective regulator overseeing the business and operations of such financial institutions and the financial products (including alternative investment products) they issue or sponsor. This discussion on alternative investment funds will mainly focus on private investment funds. In the past ten years, China gradually established and enhanced its private invest-ment fund legislation and regulatory regime, which facilitated a rapidly growing fund indus-try. To July 2022, there were more than 24,000 registered private fund managers and more than130,000 private funds filed with the Asset Management Association of China (AMAC), a self-disciplinary industry body under the Chi-nese securities regulator (the China Securities Regulatory Commission – CSRC), with a total of CNY20.39 trillion in funds raised. 2. Funds2.1 Types of Alternative FundsIn accordance with the AMAC filing system, pri-vate investment funds can be classified into the following categories: • venture capital funds (including funds of funds investing in underlying funds of the same type), which mainly invest in equities of private companies; • private equity funds (including funds of funds investing in underlying funds of the same type), which mainly focus on mergers and acquisitions of mature companies, private offerings of public securities, as well as real estate and infrastructure investment opportu-nities; • private funds investing in public securities (including fund of funds investing in underly-ing funds of the same type), which mainly invest in public securities (“private securities funds”); • other types of private investment funds (including fund of funds investing in underly-ing funds of the same type) that invest in arts, wine, movies, etc; and • fund of funds that invest in a portfolio of pri-vate equity funds, venture capital funds and private securities funds. 2.2 Fund StructuresThe most commonly us