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Effective From September 1, 2026! An In-depth Interpretation Of The New Regulations On Information Disclosure Of Private Equity Investment Funds

Preface

On December 30, 2025, the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") reviewed and approved the "Measures for the Supervision and Administration of Information Disclosure of Private Investment Funds" (hereinafter referred to as the "New Information Disclosure Regulations"), which will be effective from September 1, 2026. As the upper-level regulatory rules in the field of private equity fund information disclosure, the Measures are based on the "Securities Investment Fund Law of the People's Republic of China" and the "Private Investment Fund Supervision and Administration Regulations" as the legislative basis, and systematically regulate the subject, content, method, affairs management and legal responsibilities of private equity fund information disclosure.

Back on February 4, 2016, the Asset Management Association of China (hereinafter referred to as the "China Asset Management Association") issued the "Private Investment Fund Information Disclosure Management Measures" (hereinafter referred to as the "Association Information Disclosure Measures"). As an industry self-regulatory rule, it initially established a self-regulatory regulatory framework for private equity fund information disclosure and played an important role in regulating the private equity industry's information disclosure behavior and protecting private equity investors' right to know. However, as the scale of the private equity fund industry expands, product structures become more complex, and cross-field investments increase, self-regulatory management alone is no longer able to meet the needs of industry development. The introduction of the new letter disclosure regulations has realized the transformation of private equity fund letter disclosure supervision from "self-discipline-led" to "collaboration of administrative supervision and self-discipline management", filling the gap in rules at the administrative supervision level.

This article combines the practical experience of the association’s letter disclosure methods and provides an in-depth interpretation of the new letter disclosure regulations from the aspects of rule positioning, core clause comparison, practical changes and compliance suggestions, etc., with a view to providing reference for the compliance operations of private equity fund managers, custodians, sales agencies and related entities, and assisting the high-quality development of the private equity industry.

1. From self-discipline and regulation to coordination of administrative supervision and self-discipline management

As an industry self-regulatory rule, the association's letter disclosure method can only be based on "industry self-discipline management". The management subject is limited to the China Foundation Association. The management methods are mainly disciplinary sanctions, such as conversation reminders, written warnings, industry censure, blacklisting, etc.

The new rules for information disclosure clarify the mechanism of "administrative supervision leading and self-regulatory management coordination", clarifying that the China Securities Regulatory Commission and its dispatched agencies are the main regulatory entities for private equity fund information disclosure, and they exercise supervisory and management powers in accordance with the law. The China Fund Association conducts self-regulatory management in accordance with laws, administrative regulations and self-regulatory rules. This change in positioning is mainly reflected in two aspects: First, it makes up for the shortcomings of the association's low-level rules and insufficient punishments in the association's letter disclosure regulations, and strengthens the rigid constraints of the letter disclosure rules by setting clear administrative supervision measures and administrative penalty clauses; second, it clarifies the division of labor and cooperation between administrative supervision and self-discipline management. The China Securities Regulatory Commission is responsible for macro supervision and violation penalties, and the China Association for Basic Law is responsible for daily self-discipline inspections and business guidance, forming a regulatory synergy.

From a practical point of view, this change in positioning further promotes the inclusion of private equity fund information disclosure into the scope of administrative supervision. The disclosure behavior of relevant entities must not only comply with the self-discipline requirements of the China Foundation Association, but also strictly abide by the administrative supervision regulations of the China Securities Regulatory Commission, otherwise they will face severe administrative liability.

2. Comparative interpretation of core terms

The new rules on information disclosure include seven chapters and 44 articles. Compared with the association's information disclosure methods, they are more complete in structure and more detailed in content. They focus on strengthening and improving information disclosure subjects, disclosure requirements, disclosure content, affairs management and legal responsibilities. Based on the relevant provisions of the association’s letter disclosure methods, we have a detailed comparative interpretation as follows:

(1) Expansion of scope and refinement of responsibilities of information disclosure entities

Article 2 of the Association’s Information Disclosure Measures stipulates that information disclosure obligors are private equity fund managers, private equity fund custodians, and other entities specified by laws, administrative regulations, the China Securities Regulatory Commission, and the China Asset Management Association. It does not clearly include private equity fund sales agencies within the scope of obligated entities. It only mentions “slandering other fund sales agencies” in the prohibited behaviors of information disclosure obligors, and does not provide specific provisions on their information disclosure responsibilities.

Article 2 of the new letter disclosure regulations clearly includes “private fund sales agencies accepting the entrustment of private fund managers to disclose private fund information to investors” within the scope of application. In addition, Article 32 of the new disclosure regulations also includes shareholders, partners, and actual controllers of private equity managers as subjects of cooperation obligations, requiring them to proactively inform relevant information and not to conceal or provide false information, nor to organize or instruct managers to violate the disclosure regulations.

Practical impact: In the case of entrusted sales, private equity fund sales agencies are the first step for investors to contact fund products, and their disclosure behavior directly affects investors' decisions. The new disclosure regulations clearly include private equity fund sales agencies as obligated subjects, filling the previous regulatory gap; at the same time, the new disclosure regulations clarify the cooperation obligations of managers, shareholders, and actual controllers, strengthening "penetrating supervision."

(2) Strengthening and refining the basic requirements for information disclosure

Article 4 of the Association's Information Disclosure Measures only requires the information disclosure obligor to ensure the "authenticity, accuracy and completeness" of the information, without mentioning "timeliness", and the requirements for disclosure methods, risk disclosure and other requirements are relatively principled.

Article 3 of the new information disclosure regulations adds "timeliness" requirements on the basis of "authenticity, accuracy and completeness", clarifying that information disclosure should be based on the interests of investors; Article 8 further requires managers to clarify the content, channels, methods and frequency of information disclosure in the fund contract, as well as the contact information for investors to consult on information disclosure matters, the emergency mechanism for managers unable to perform information disclosure obligations, and the contract stipulations must not be lower than legal requirements; Article Article 10 makes it clear that disclosures should be made in a non-public manner as agreed with investors, through mail, email, the website or mobile client of the specific object determination process, etc., to ensure that investors can obtain information in a timely manner, and the content of the same information disclosed through different channels should be consistent; Article 12 strengthens the risk disclosure requirements of managers, clarifying that complex and high-risk private equity funds need to disclose risks in a significant way, and inform investors to make prudent decisions and bear their own risks. In addition, Article 13 of the New Information Disclosure Regulations adds a new “penetrating disclosure” requirement, clarifying that if a private equity fund invests in other private equity funds, non-public asset management products, or invests through special purpose vehicles, the invested entity shall cooperate with the manager’s penetrating disclosure obligations. This is also an important measure to protect private equity investors’ right to know important investment-related information in multi-layer nesting situations.

Practical impact: Adding "timeliness" requirements forces managers to disclose on time to avoid damage to investors' rights due to delayed disclosure; clarifying the non-public disclosure method further strengthens the private nature of private equity funds and prevents disguised public disclosures; penetration disclosure requirements break multiple layers of nested information barriers, making it easier for regulatory authorities to grasp the true investment situation of the fund, and also for private equity investors to fully understand the direction of capital investment.

(3) Classification refinement and disclosure requirements upgrade of periodic reports

Articles 16 and 17 of the Association’s Information Disclosure Measures stipulate in principle the regular disclosure during the operation period of private equity funds, unify the quarterly disclosure and annual disclosure requirements for all private equity funds, and do not distinguish the differences between private securities investment funds, private equity investment funds and venture capital funds, and the disclosure content regulations are relatively general.

Chapter 3 of the new letter disclosure regulations specifically sets up a "periodic reporting" chapter, sets disclosure requirements according to fund type classification, and details the content, time limit and auditing requirements of regular disclosures, as follows:

Private securities investment funds: Article 18 of the new disclosure regulations stipulates that the net value disclosure frequency of open-end funds shall not be lower than the open frequency, and the net value of closed-end funds shall be disclosed at least once every quarter; Articles 19 and 20 clarify the specific contents of quarterly reports (disclosed within 1 month after the end of each quarter) and annual reports (disclosed within 4 months after the end of each year) that private equity fund managers should disclose, including the basic information of the fund, financial situation, investment group Article 21 clearly states that for private equity investment funds that mainly invest in liquidity-restricted assets, derivative assets, overseas assets (except for direct investment in overseas standardized assets), and other private equity funds managed by other private equity fund managers, the annual financial report must be audited by an accounting firm that complies with the Securities Law. Private equity investment funds: Articles 22 and 23 of the new disclosure regulations stipulate that private equity fund managers shall disclose the specific contents of semi-annual reports (disclosed within 2 months after the end of each half-year) and annual reports (disclosed within 6 months after the end of each year), including fund net assets and actual subscription information. status, investment targets, related transactions, project investment and exit status, etc.; Article 24 clarifies that annual financial reports must be audited by an accounting firm. Private equity investment funds with large management scale and a large number of natural person investors must be audited by an accounting firm that complies with the provisions of the Securities Law. Venture capital funds: Article 25 of the new disclosure regulations clarifies that the disclosure content, time and auditing requirements of annual reports shall be implemented with reference to the requirements of private equity investment funds.

In addition, Article 26 of the new disclosure regulations has added exceptions. If a private equity fund has been established for less than three months, it may not prepare periodic reports for the current period, in line with the actual situation of the industry.

Practical impact: Classified disclosure requirements are more in line with the operating characteristics of different types of private equity funds and avoid the compliance burden caused by "one size fits all"; the refinement of audit requirements strengthens the authenticity of information disclosure, especially the upgrade of audit requirements for high-risk and complex products, which is beneficial to preventing the risk of financial fraud; the special disclosure of related-party transactions is conducive to preventing the transfer of interests and protecting the rights and interests of investors.

(4) Standardization and improvement of interim reports and liquidation reports

Article 18 of the Association’s Information Disclosure Measures lists fourteen major matters and requires information disclosure obligors to disclose in a timely manner as stipulated in the fund contract. However, the disclosure time limit is not specified, and the Association’s Information Disclosure Measures provide relatively brief provisions on information disclosure requirements during the fund liquidation stage.

Chapter 4 of the new letter disclosure regulations, "Interim Reports and Liquidation Reports", improves the relevant requirements:

First, clarify the disclosure time limit for temporary reports on major events, that is, disclose them to investors within 5 working days from the date of the major event;

The second is to refine the scope of major events, adding new matters such as "the convening and resolution of meetings such as fund share holders' meetings", "changes in fund managers and valuation methods", "major adverse situations in major investment targets", "other matters that the private equity fund manager believes have or may have a significant impact on the rights and interests of investors", etc., to provide more comprehensive coverage, and highlight It clarifies the identification, judgment and duty of care of private equity fund managers on major matters that should be disclosed; and refines the scope of disclosure of major matters such as major related transactions. For major related transactions, the information disclosure obligor needs to disclose the transaction amount, counterparty, transaction price, pricing basis, decision-making procedures, etc.;

The third is to clarify the custodian’s disclosure obligations. If the custodian discovers that the fund and its manager have a situation that has or may have a significant negative impact on the rights and interests of investors, it should prompt it to perform its disclosure obligations; if it discovers that the manager is suspected of embezzling, misappropriating fund property or losing contact, it should report to the association and relevant regulatory authorities in a timely manner;

The fourth is to strengthen the disclosure requirements during the liquidation stage, making it clear that managers must promptly disclose liquidation announcements, liquidation reports and related major matters, and explain to investors if liquidation is postponed.

Practical impact: The clarification of the time limit for the disclosure of interim reports enhances the operability of the rules and prevents disclosure obligors from delaying disclosure; the refinement of the scope of major matters reduces the "fuzzy zone" and facilitates disclosure obligors to judge whether disclosure is required; the strengthening of the custodian's prompting and reporting obligations further consolidates the custodian's responsibilities; the disclosure regulations in the liquidation stage fill the previous regulatory gaps and protect investors' right to know during the fund liquidation stage.

(5) Strict management of information disclosure matters

Articles 19 to 21 of the Association’s Information Disclosure Measures provide for principle provisions on the information disclosure management system and data retention, requiring the obligor to establish an information disclosure management system and designate a dedicated person to be responsible. The retention period for information disclosure-related materials is no less than 10 years from the date of termination of fund liquidation.

Chapter 5 of the New Regulations on Information Disclosure, "Management of Information Disclosure Matters," further tightens relevant requirements: First, it is clarified that administrators and custodians should designate specialized departments and senior managers to be responsible for information disclosure matters, rather than just "special persons", which improves the level of information disclosure management within the information disclosure obligor; second, it refines the necessary matters of the information disclosure management system, adding new The "Working Mechanism for Investor Consultation" has strengthened the protection of investors' rights and interests; third, there are new requirements for the establishment of an undisclosed information management system, clarifying that relevant institutions and their employees are not allowed to leak undisclosed information, and are not allowed to use the information to engage in securities and futures transactions; fourth, the data retention period is extended to no less than 20 years from the date of completion of fund liquidation.

Practical impact: Specialized departments and senior managers are responsible for information disclosure matters, which is conducive to improving the standardization and professionalism of information disclosure work; the establishment of an undisclosed information management system is conducive to preventing insider trading, interest transfer and other irregularities; the extension of the data retention period facilitates follow-up verification by self-regulatory organizations and regulatory authorities, and also provides evidence for investors’ rights protection.

(6) Strengthening and refining of legal responsibilities

As the association's self-regulatory rules, the Association's Information Disclosure Measures can only stipulate corresponding disciplinary measures for information disclosure obligors who violate information disclosure obligations, and do not specify disciplinary provisions for custodians, sales agencies and other entities.

Chapter 6 "Supervision, Management and Legal Responsibilities" of the New Information Disclosure Regulations has greatly strengthened accountability and clarified the administrative supervision and administrative penalty powers of the China Securities Regulatory Commission and its dispatched agencies, specifically including:

First, clarify the applicable circumstances of administrative supervision measures. Measures such as ordering corrections, supervisory interviews, and issuance of warning letters can be taken against illegal entities, covering managers, custodians, sales agencies and other private equity fund service agencies, as well as employees of the aforementioned agencies, and even the managers’ shareholders, partners, and actual controllers;

The second is to clarify the applicable circumstances of administrative penalties. Those who violate core information disclosure requirements can be punished in accordance with the relevant provisions of the "Regulations on the Supervision and Administration of Private Equity Investment Funds". For specific violations (such as failure to establish an information disclosure management system, leaking undisclosed information, etc.), warnings, notifications of criticism, and fines can be given. If it involves financial security and has harmful consequences, the penalties will be increased;

The third is to clarify the scope of responsible entities, including not only private equity institutions, but also directly responsible managers and other directly responsible personnel, to achieve "equal emphasis on institutional and personal responsibilities."

Practical impact: The strengthening of legal liability has greatly increased the violation costs of information disclosure obligors, forcing relevant entities to strictly abide by the disclosure rules; the clarification of personal responsibilities avoids the situation of "organizational violations and individual exemptions" and enhances the compliance awareness of relevant personnel; the coordination of administrative supervision, punishment and self-discipline has formed a "progressive" accountability system, improving the deterrence of supervision.

3. Compliance suggestions during the transition period

The new information disclosure regulations will be implemented from September 1, 2026. It is recommended that private equity fund managers, custodians, sales agencies and other relevant entities make preparations for the transition to ensure continued compliance operations. Specific suggestions are as follows:

Comprehensively sort out the entities responsible for disclosure obligations and clarify the division of responsibilities. Private equity fund managers, custodians, and sales agencies need to refer to the new disclosure regulations to clarify their own disclosure obligations. In particular, the shareholders and actual controllers of sales agencies and managers need to establish corresponding cooperation mechanisms and management systems as soon as possible to avoid violations due to unclear obligations. It is recommended that managers, custodians, and sales agencies sign a supplementary agreement on the information disclosure of existing funds, as appropriate, to clarify their respective rights and obligations related to disclosure, ensure timely and accurate information transmission, and prevent tampering with information. Revise the fund contract and related documents and improve the disclosure clauses. It is recommended that managers take into account the requirements of the new information disclosure regulations and revise fund contracts and other documents to avoid contract stipulations that are lower than statutory requirements. For different types of funds, the disclosure content of regular reports and temporary reports must be refined and audit requirements must be clarified in accordance with the classification requirements of the new information disclosure regulations. Improve the information disclosure management system and improve management levels. Managers and custodians must, in accordance with the requirements of the new disclosure regulations, establish and improve information disclosure management systems, designate specialized departments and senior managers to be responsible for disclosure work, improve work processes and internal control mechanisms; establish an undisclosed information management system, strengthen the control of undisclosed information, prevent leak risks, and standardize data preservation. Strengthen awareness of penetration disclosure and implement relevant obligations. When managers carry out nested investments or cross-sector investments, they need to communicate with the investee in advance to clarify the cooperation obligations for penetration disclosure, ensure that the investment path and investment assets after penetration can be disclosed in accordance with the requirements of the new disclosure regulations, and avoid violations caused by the non-cooperation of the investee. Strengthen compliance training and enhance the compliance awareness of all employees. Relevant entities need to organize employees to carry out special training on the new information disclosure regulations, focusing on learning the core provisions, violation responsibilities and practical operation requirements. In particular, managers’ senior managers, persons in charge of information disclosure, and employees of sales agencies must accurately grasp the changes in the new information disclosure regulations to avoid violations due to misunderstandings; at the same time, strengthen compliance publicity for shareholders, partners, and actual controllers to ensure that they fulfill their cooperation obligations. Make a good connection between the old and new rules and ensure a smooth transition. Before the new rules on trust disclosure come into effect on September 1, 2026, relevant entities need to conduct self-examination and self-correction according to the requirements of the new rules on trust disclosure, and promptly rectify deficiencies in existing trust disclosure work; for newly established funds, it is recommended to formulate trust disclosure plans directly in accordance with the requirements of the new rules on trust disclosure; for existing funds, they need to be gradually adjusted during the transition period to ensure full compliance with the regulations after the implementation of the new rules on trust disclosure. Conclusion

The introduction of new regulations on credit disclosure is an important symbol of the continuous improvement of the regulatory system of the private equity fund industry. Its core significance is to realize the transformation of credit disclosure supervision from "self-discipline-led" to "administrative supervision and self-discipline coordination". By refining rules, strengthening responsibilities, and improving deterrence, information disclosure behaviors will be further standardized, the legitimate rights and interests of investors will be protected, and industry risks will be prevented.

Compared with the association's letter disclosure measures, the new letter disclosure regulations have made major adjustments in terms of subject scope, disclosure requirements, affairs management, legal responsibilities, etc., which are more in line with the current development reality of the private equity fund industry and are more regulatory rigid. For private equity fund managers, custodians, sales agencies and related entities, the new information disclosure regulations are not only compliance requirements, but also guidelines for industry development. Only by strictly complying with relevant regulations, improving the compliance system, and standardizing information disclosure behaviors can we achieve our own sustainable development.

As a professional lawyer for private equity funds, we will continue to pay attention to the implementation of the new information disclosure regulations, and provide legal services such as compliance consulting, system improvement, and risk investigation to relevant entities based on practical cases, so as to help the industry standardize and develop healthily. At the same time, it is also expected that the regulatory authorities will further refine relevant operational guidelines based on industry feedback during the implementation of the new information disclosure regulations to ensure that the rules are effective and promote the private equity fund industry to a higher-quality development stage.

Lawyer profile

Lawyer Yang Chunbao

First-class lawyer (senior professional title)

Senior partner of Dacheng (Shanghai) Law Firm, director of the Capital Market Department, director of the State-owned Assets Fund Research Center, professional leader of private equity and investment funds in Dacheng China, and member of Shanghai’s foreign-related legal talent pool. Bachelor of Laws from Fudan University (1992), Master of Laws from University of Technology Sydney (2001), Master of Laws from East China University of Political Science and Law (2001).

Lawyer Yang has been practicing law for 30 years and has long been engaged in private equity funds, investment and financing, M&A and restructuring legal services, covering large finance, large health, real estate and infrastructure, TMT, exhibition industry, manufacturing and other industries. Since 2004, he has been selected into The Legal 500's "Private Equity Funds" and "Company and Business" lists many times, and has been specially recommended or commented by Asia Law Profiles many times. Since 2016, he has been continuously selected as one of the "100 Outstanding Lawyers in Chinese Business" by China Business Law Journal, an internationally renowned legal media, and won the title of "China's Corporate Law Expert of the Year" in Leaders in Law – 2021 Global Awards; he has been continuously included in the recommendation list of "Excellent Lawyers & Law Firms Recommended by Well-known Corporate Law Firms in China". Qualified as an independent director of listed companies, he is a part-time professor at the Law School of East China University of Science and Technology, a practical tutor at the Fudan University Law School, a part-time graduate tutor at the East China University of Political Science and Law, a lecturer at the private equity CEO class at Shanghai Jiao Tong University, and a lecturer at the Shanghai Municipal Commerce Commission's Transnational Business Talent Training Class. Published 16 monographs including "Private Equity Investment Fund Risk Prevention and Control Operational Practice", "Enterprise Whole-Process Legal Risk Prevention and Control Practical Operation and Case Analysis", "Winning Capital 2: A Complete Operational Guide to the Company's Investment and Financing Model Process". Attorney Yang’s practice areas include: companies, investment M&A and private equity funds, capital markets, TMT, real estate and construction projects, as well as dispute resolution in the above fields.

Lawyer profile

Lawyer Sun Ai

Partner of Dacheng (Shanghai) Law Firm

China Securities Regulatory Commission’s New Regulations on Private Equity_China Securities Regulatory Commission’s Latest Regulations on Private Equity Funds_

Before practicing law, Mr. Sun served as the president or executive assistant to the vice president of global, Asia-Pacific or China regions in Fortune 500 companies such as Watts, Ingersoll Rand and Alcatel-Lucent in the United States. He accumulated rich experience in corporate operation management and has excellent bilingual communication and coordination skills in Chinese and English. Attorney Sun published "Private Equity Investment Fund Risk Prevention and Control Operational Practice" and published dozens of articles in the fields of mergers and acquisitions, funds, and e-commerce. Attorney Sun’s areas of expertise are: private equity investment, corporate mergers and acquisitions, e-commerce and labor law matters.

Lawyer profile

Lawyer Li Jiaxin

Lawyer at Dacheng (Shanghai) Law Firm

China Securities Regulatory Commission’s New Regulations on Private Equity__China Securities Regulatory Commission’s Latest Regulations on Private Equity Funds

Lawyer Li graduated from Fudan University Law School and specializes in the fields of private equity funds, investment, financing, mergers and acquisitions, and corporate legal services. He has provided legal services such as legal due diligence and review of transaction documents for multiple parent funds in selecting fund managers and investment fund projects, as well as fund investment target company projects. He has also provided legal services related to fund raising, investment management, exit, and risk control for many private equity fund managers.

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