Launching Funds in China

The past several years have seen continuous growth in China's investment funds market, and especially in open-end funds. The China Securities Regulatory Commission (CSRC) has issued different rules regarding the examination and approval procedures for applications to launch funds. The major rules are: Questions Relevant to the Application for Establishment of Securities Investment Funds Circular issued in November 1997 (the 1997 Circular), the Questions Relevant to the Application Materials for the Launching and Establishment of Securities Investment Funds Circular and the Questions Relevant to the Examination and Approval Procedures for the Launching and Establishment of Securities Investment Funds Circular both issued in January 2002. How these regulations relate to each other has been unclear and they seem to conflict on different points. To provide a better framework for the industry, the CSRC promulgated the Questions Relevant to the Examination and Approval for the Establishment of Securities Investment Funds Circular (the New Circular) on November 26 2002, and the 1997 Circular was abolished subsequently. While the 1997 Circular simply set out criteria for the closed-end fund, the New Circular is applicable to open-end as well as closed-end funds.

Application Materials

Under the New Circular, the promoters of a closed-end fund are required to execute the "Fund Promoters' Agreement" before they authorize the fund management company (the Applicant) to deliver the application materials to the CSRC. However, in the case of an open-end fund, the Applicant may deliver the application materials directly to the CSRC. To apply for an open-end fund, letter of undertakings, application report, fund deeds, custodian agreement, prospectus, distribution agreement, resolutions of the board of directors of the Applicant, legal opinion and other documents may be required by the CSRC. Three additional documents, i.e., the promoters' agreement, particulars of the promoters, and the promoters' financial statements, are necessary in the case of a closed-end fund. It is also worth noting that fund advertisement shall be covered in the due diligence conducted by the law firm.