Guo Ban Han [2026] No. 54

    To the People's Governments of all provinces, autonomous regions and municipalities directly under the Central Government, and to all ministries, commissions and agencies directly under the State Council:

    For the purpose of strengthening regulation and preventing risks in relation to private investment funds (hereinafter referred to as “Private Funds”), and promoting their high-quality development, the following Opinions are hereby issued with the approval of the State Council.

I. General Requirements

    Guided by Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, we shall thoroughly implement the spirit of the 20th National Congress of the Communist Party of China and the plenary sessions of the 20th Central Committee, fully implement the arrangements made by the plenary sessions of the 20th Central Commission for Discipline Inspection and the Central Financial Work Conference, steadfastly pursue a financial development path with Chinese characteristics, and actively foster a financial culture with Chinese characteristics.

    Adhering to both goal-oriented and problem-oriented approaches, and in response to issues such as the need to further improve market access mechanisms in the Private Fund industry, inadequate regulation, deficiencies in institutional arrangements, insufficient coordination among central and local authorities and across departments, inadequate fulfillment of investor responsibilities by certain government investment funds and state-owned enterprise investment funds, and the use of certain Private Funds as instruments for illegal and criminal activities, new forms of corruption, and concealed corruption, a sound institutional framework and long-term mechanism shall be established to strengthen regulation and prevent risks, thereby promoting the development and enhancement of the industry through standardization and regulation.

Private Funds shall adhere to their functional positioning, coordinate overall development planning, optimize incremental resources, revitalize existing resources, support superior market participants while restricting inferior ones, improve quality and efficiency, and strictly prohibit violations such as engaging in lending activities or disguised debt financing through equity investment arrangements (commonly known as “equity in form, debt in substance”).

    Classified regulation shall be implemented according to different dimensions such as investor categories and fund product types, with tailored regulatory measures adopted for each category. Regulation shall cover both lawful and unlawful activities, imposing stringent supervision over lawful institutions, resolutely eliminating unlawful institutions, and severely cracking down on illegal activities.

II. Strengthening Source-Based Risk Prevention and Control

    (1)The rules governing the registration and filing of Private Funds shall be optimized, and institutions and products that do not conform to the characteristics and operational principles of Private Funds shall be strictly prevented from obtaining registration or filing as Private Funds.

The establishment of new government investment funds shall be strictly controlled. Counties and districts shall, in principle, be prohibited from establishing new government investment funds. Where the establishment of a new fund is genuinely necessary, approval shall be obtained from the next higher-level people's government.

Information sharing and coordination shall be strengthened among comprehensive assessment and consultation mechanisms, business entity registration authorities, and Private Fund registration and filing systems.

    (2)Institutions intending to apply for Private Fund registration or filing shall first undergo comprehensive assessment and consultation before applying for business entity registration.

    The securities regulatory authority of the State Council shall formulate unified standards and scope for such comprehensive assessment and consultation.

    Financial regulatory departments of provincial-level people's governments and governments of municipalities specifically designated in the state plan (hereinafter collectively referred to as “Provincial and Planned-City Governments”), together with the local offices of the securities regulatory authority of the State Council, shall jointly carry out comprehensive assessment and consultation work, optimize and publicly disclose the relevant procedures, strengthen gatekeeping and policy interpretation functions, and shall not delegate such responsibilities.

    (3)Requirements for the registration and administration of financial business entities shall be strictly implemented.

    Without the consent of the local offices of the securities regulatory authority of the State Council or the financial regulatory departments of Provincial and Planned-City Governments, no business entity may use terms relating to Private Funds, including but not limited to “Private Fund” (私募基金) or “Venture Capital Fund” (创业投资基金), in its name or business scope.

III. Comprehensively Strengthening Regulation

    (4)Efforts shall be made to promote amendments to the Securities Investment Fund Law. Judicial documents concerning the handling of criminal cases involving Private Funds shall be formulated and promulgated. Rules governing the supervision of Private Fund managers, information disclosure, fundraising activities, and mandatory custodianship arrangements shall be established. Regulatory arrangements concerning Private Fund “valuation adjustment mechanisms” (commonly known as “VAM agreements” or “bet-on agreements”) shall be introduced and standardized.

    A comprehensive regulatory framework for Private Funds shall be established, featuring administrative supervision as the primary mechanism and self-regulatory management as a supplementary mechanism.

    (5)Risk assessment standards for Private Funds shall be refined to ensure that regulatory intensity is commensurate with risk levels. Differentiated regulatory measures shall be implemented for different Private Fund managers based on assessment results.

    For key Private Fund managers, on-site inspections shall be intensified in accordance with the law, and joint inspections among central and local authorities as well as across jurisdictions shall be strengthened.

    Regulatory oversight over Private Fund managers conducting operations outside their registered locations shall be intensified, and efforts shall be made to align registered locations with actual operating locations.

    For Private Fund managers engaging in nominee holdings, channel business arrangements, or other irregular practices, regulatory guidance and corrective supervision shall be strengthened to promote voluntary rectification.

    Monitoring of private securities investment funds shall be enhanced, and supervision of trading activities shall be strengthened.

    (6)Technology shall be leveraged to empower regulation. A centralized risk monitoring platform for Private Funds shall be established, together with a risk screening indicator system, to strengthen full-process monitoring.

    Information submitted by Private Fund managers, custodians, service providers and other relevant entities, as well as information relating to business entity registration, judicial proceedings and other sources, shall be collected and integrated.

    Penetrative analysis of data and information shall be strengthened to improve the capability to identify risk issues and provide support for regulatory improvement and policy formulation.

    (7)The finance department of the State Council shall perform the responsibilities of investors in government investment funds, strengthen budget management, performance management, state-owned asset management and statistical reporting, and strictly enforce financial discipline.

    The development and reform department of the State Council shall strengthen credit system development and credit information registration for government investment funds, and, together with industry regulators and competent authorities for enterprises (hereinafter collectively referred to as the “Competent Authorities”), strengthen guidance and evaluation regarding fund investment directions.

    The Competent Authorities shall take the lead in monitoring the operation of government investment funds, prevent deviation from their functional positioning, guide the strengthening of internal control and risk management systems, and supervise strict compliance with Private Fund regulatory rules.

    The securities regulatory authority of the State Council shall further clarify registration and filing requirements for government investment funds and conduct supervision in accordance with laws and regulations.

    Provincial and Planned-City Governments shall strengthen the overall management of government investment funds within their jurisdictions. As a general principle, no new fund shall be established where an existing fund of the same type already exists, and efforts shall be made to consolidate existing funds of the same category.

    Local people's governments at or above the county level shall effectively fulfill their management responsibilities in accordance with the principle of “who initiates, who approves, who is responsible”, and shall supervise the standardized operation of government investment funds.

    (8)Institutions authorized to perform investor responsibilities on behalf of the State Council, together with relevant Competent Authorities and Provincial and Planned-City Governments, shall coordinate the planning and deployment of state-owned enterprise investment funds in accordance with the requirements for optimizing the layout and structural adjustment of the state-owned economy.

    Such authorities shall supervise funds to focus on their principal responsibilities and core businesses, adhere to their functional positioning, and strengthen guidance and evaluation regarding investment directions.

    Strict entry controls shall be imposed, and the indiscriminate establishment of state-owned enterprise investment funds shall be firmly prohibited. Consolidation and restructuring of inefficient funds shall be promoted.

    The primary responsibilities of state-owned enterprises shall be reinforced, and state-owned enterprise investment fund managers shall be supervised to ensure strict compliance with Private Fund regulatory requirements.

    Sound operating models consistent with the characteristics of state-owned enterprise investment funds shall be established to prevent loss of control and loss of state-owned assets.

    Senior management personnel shall be selected rigorously. Individuals included on Private Fund industry blacklists shall not be appointed, and conflict-of-interest avoidance requirements shall be strictly implemented.

    State-owned enterprises shall establish comprehensive information management systems covering the entire operational process, strengthen penetrative management of underlying projects and assets, and standardize investment directions, exit management and other activities.

An incentive and restraint mechanism oriented toward long-term operating performance and fulfillment of policy functions shall be established and improved.

    (9)A sound whistleblower system for Private Funds shall be established. Reporting channels shall be created, supporting measures shall be improved, and protection of whistleblower information shall be strengthened to enhance social supervision and risk early-warning functions.

    Where local authorities or government departments discover significant issues involving violations of laws, regulations or disciplinary rules by Private Funds, such matters shall be promptly reported in accordance with procedures to the securities regulatory authority of the State Council or its local offices, which shall investigate and address such matters in accordance with the law.

    Relying on the comprehensive social governance system and leveraging grid-based management mechanisms, joint inspections and investigations shall be conducted to ensure the early detection, early intervention and early suppression of institutions and activities that evade financial regulation or unlawfully engage in Private Fund business.

Review and scrutiny of cross-border capital flows shall be strengthened.

    (10)Illegal fundraising, misappropriation or embezzlement of fund assets, self-financing and self-dealing transactions, benefit transfers, unlawful cross-border movement of funds, and participation by Private Funds in illegal fundraising activities shall be severely punished, and penalties shall be intensified in accordance with the law.

Under the leadership of local people's governments, public security authorities shall promptly and rigorously combat Private Fund-related criminal activities that involve prominent risks, egregious circumstances, or widespread impact.

    Public security authorities and the securities regulatory authority of the State Council and its local offices shall improve coordination mechanisms for combating suspected Private Fund-related crimes.

    For major cases involving multiple regions or sectors, efforts shall be made to establish and improve joint case supervision mechanisms, strengthen overall case coordination, professional guidance and information sharing.

IV. Prudently Resolving Risks

    (11)Private Fund managers that have committed major violations of laws or regulations shall be resolutely deregistered.

Private Fund managers that are unable to continuously satisfy registration requirements due to abnormal operations, failure to conduct substantive business activities, long-term loss of contact, or similar circumstances, and that fail to rectify such deficiencies as required, shall be deregistered within a prescribed time limit.

At the same time, risk disclosure and investor protection measures shall be properly implemented, and Provincial and Planned-City Governments shall be encouraged to prudently resolve associated risks.

    (12)For entities whose names or business scopes contain references to Private Funds but that have not completed Private Fund registration or filing procedures, guidance shall be provided to encourage them to apply for registration and filing in accordance with applicable requirements.

For entities that:

·           fail to apply for Private Fund registration or filing as required;

·           fail to satisfy registration or filing requirements upon review;

·           have had their Private Fund manager registration deregistered; or

·           have completed the liquidation of Private Funds,

    the financial regulatory departments of Provincial and Planned-City Governments, together with the local offices of the securities regulatory authority of the State Council, shall, upon confirmation by such local offices, lawfully, prudently and orderly promote the deregistration of such entities, or the amendment of their names and business scopes.

Market regulation authorities shall promptly process the corresponding registration matters.

    For entities that fail to apply for deregistration or to amend their registration information in accordance with the rules, market regulation authorities shall conduct standardized rectification and clean-up measures in accordance with the law, including:

·           replacing enterprise names with Unified Social Credit Codes;

·           marking such entities in the National Enterprise Credit Information Publicity System as:

o      “Private Fund Registration/Filing Not Completed”;

o      “Private Fund Manager Registration Deregistered”; or

o      “Private Fund Liquidated”;

·           revoking business licenses; and

·           adopting other regulatory measures.

    (13)Important information relating to Private Funds, major special enforcement actions, key institutions, and relevant personnel shall be shared in a timely manner.

Financial regulatory departments of Provincial and Planned-City Governments, together with local offices of the securities regulatory authority of the State Council, shall jointly establish a normalized consultation mechanism for the prevention, mitigation and resolution of Private Fund risks.

Such mechanism shall strengthen the analysis and assessment of risk indicators and clues, as well as response and disposal measures.

    (14)The handling and resolution of risks relating to Private Fund managers shall be organized and implemented by the Provincial or Planned-City Government at the place of registration of the relevant Private Fund manager, in coordination with the securities regulatory authority of the State Council and other relevant authorities.

The Provincial or Planned-City Government at the place of registration shall promptly ascertain the relevant circumstances and formulate risk mitigation and disposal plans in accordance with market-oriented and law-based principles.

Such plans shall include measures relating to:

·           recovery of illicit proceeds and losses;

·           asset verification and liquidation;

·           distribution and repayment of assets; and

·           investor reimbursement and settlement.

    Efforts shall be made to avoid creating expectations that risk resolution and disposal will depend upon public resources.

    Private Fund risks shall be resolved and disposed of through local risk resolution mechanisms.

    The securities regulatory authority of the State Council and its local offices shall actively cooperate with local people's governments in carrying out risk mitigation and disposal work and shall undertake enforcement and penalty actions in accordance with law.

    Where multiple Private Fund managers in different regions are controlled by the same ultimate controller and encounter risk events, the Provincial or Planned-City Government bearing primary responsibility shall, in principle, be determined in the following order:

1.        the place of registration of the headquarters enterprise;

2.        the place where the core enterprise pays enterprise income tax; and

3.        the place where senior management personnel pay individual income tax.

    Private Funds shall not be used in violation of regulations to incur debt, restructure debt, or dispose of troubled enterprises, and new sources of risk shall be prevented from emerging.

V. Promoting Standardized Development

    (15)Private Fund managers shall be urged to improve their internal control and risk management systems in accordance with their business types and stages of development.

Investors shall be encouraged to exercise restraint and oversight through Private Fund contracts so as to promote the standardized operation of Private Fund managers.

    Qualification management, assessment and training of senior management personnel and key-position personnel of Private Fund managers shall be strengthened.

    Institutions and practitioners within the Private Fund industry shall be urged to perform their duties with honesty, integrity, prudence and diligence.

    Industry self-regulatory measures against unlawful and non-compliant conduct shall be strengthened.

    A blacklist system shall be established, and major institutions, investors and practitioners involved in serious violations of laws and regulations shall be publicly exposed.

    Efforts shall be vigorously advanced to promote the development of a sound Private Fund industry culture.

    (16)Custodian institutions for Private Funds, as well as intermediary service providers engaged in auditing, sales, valuation and accounting, legal services and other related activities, shall be cultivated, standardized and regulated.

    Supervision shall be strengthened, and such institutions shall be urged to perform their duties and responsibilities in accordance with laws, regulations and contractual obligations.

They shall effectively fulfill their supervisory and balancing functions in relation to:

·           fundraising activities;

·           investment operations;

·           safeguarding the security of Private Fund assets; and

·           information disclosure.

    In doing so, they shall promote the standardized operation of Private Funds.

(17)The sources of capital for private equity funds and venture capital funds shall be broadened through multiple channels, and patient capital shall be cultivated and developed from multiple dimensions to promote deeper integration between patient capital and technological innovation.

    Diversified exit channels shall be further improved.

    During Private Fund registration, filing and other regulatory procedures, priority support shall be provided to:

·           private equity funds and venture capital funds that invest at an early stage, in small enterprises, for the long term, and in hard technology sectors; and

·           merger and acquisition funds that integrate key core technologies and strategic emerging industries.

    Differentiated regulatory requirements applicable to venture capital funds under relevant laws, regulations and policies shall be better implemented, and leading venture capital institutions shall be fostered and strengthened.

    The securities regulatory authority of the State Council and the development and reform department of the State Council shall further optimize information sharing relating to venture capital funds.

    (18)Private securities investment funds shall be guided to provide diversified support for the optimization of asset allocation by medium- and long-term capital.

Institutional investors, including fund-of-funds structures, shall be cultivated.

    Investment strategies and product types shall be enriched to satisfy residents’ needs in wealth management and asset allocation.

Private securities investment fund managers shall be guided to enhance their corporate governance standards and risk management capabilities.

VI. Safeguard Measures

    The securities regulatory authority of the State Council shall, together with relevant authorities, fully leverage coordination mechanisms such as the Inter-Ministerial Joint Conference for the Rectification and Regulation of Various Trading Venues, strengthen overall coordination, enhance the effectiveness of administrative supervision, and reinforce regulatory capacity over Private Funds.

    Relevant departments responsible for development and reform, finance, state-owned assets supervision, financial regulation and other matters, as well as Provincial and Planned-City Governments, shall strengthen organizational leadership, refine implementation measures, and improve coordination and cooperation.

    All relevant authorities shall, in accordance with their respective responsibilities, strengthen policy communication and guidance, continuously carry out training and experience-sharing activities, and comprehensively implement all tasks and requirements set forth herein.

General Office of the State Council

3 June 2026