Interpretation of the Ten Key Points of the New Regulations on Information Disclosure of Private Equity Funds
On February 27, 2026, the China Securities Regulatory Commission issued the "Supervision and Administration Measures for Information Disclosure of Private Investment Funds" (hereinafter referred to as the "New Regulations"), which will come into effect on September 1, 2026. This is another major institutional upgrade in the supervision of private funds since the release of the self-regulatory rules of the Asset Management Association of China, the "Administrative Measures for Information Disclosure of Private Investment Funds", in 2016. It indicates that the supervision of information disclosure of private investment funds has entered a brand-new period where industry self-discipline and administrative supervision advance in parallel.
This article provides hints and interpretations on the ten key points that the author believes have practical value for private fund managers.
1. The time limit for quarterly reports of private securities investment funds has been relaxed and the content requirements have become more comprehensive
Article 19 of the new regulations stipulates that private securities investment funds shall disclose regular reports on a quarterly basis and shall disclose them to investors within one month from the end of each quarter (currently within 10 working days as per the current regulations).
2. The quarterly report consists of nine major parts
(1) Basic information of the fund, including product type, investment scope, investment strategy, investment restrictions, etc.
(2) The financial situation of the fund, including the net asset value of the fund at the end of the reporting period, the number of fund shares and their changes, the fund income, various expenses and profits during the reporting period, etc.
(3) Fund valuation situation, including valuation principles, valuation methods, valuation procedures, etc.
(4) Fund asset situation, including the types, amounts and proportions of investment assets at the end of the reporting period. When investing in stock assets, the amount and proportion of the stock investment portfolio classified by industry shall be disclosed. When investing in bond assets, the amount and proportion of the bond investment portfolio classified by rating shall be disclosed. When investing in derivative assets, the category, amount, and category of the linked assets of the derivative assets, etc. shall be disclosed.
(5) Special circumstances, including the use of leverage, illiquid assets that cannot be liquidated at reasonable prices, cross-border investments, etc.
(6) Related-party transactions, such as the use of the fund property by the private fund manager during the reporting period with itself, investors, other private funds it manages, and private funds managed by other private fund managers controlled by the actual controller Or the amount, counterparty, transaction price, pricing basis, decision-making procedure and other circumstances of related-party transactions (hereinafter referred to as related-party transactions) conducted with other entities that have a significant interest relationship with it;
(7) Review opinion of the fund custodian, that is, the custodian's review opinion on the financial situation and other information of the fund;
(8) Fund operation risks, including the main investment risks or situations affecting the investment strategy during the reporting period and the countermeasures;
(IX) Other contents as stipulated by laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the fund contract.
For private securities investment funds with nested investments, the new regulations require that when disclosing the fund's asset situation, they should also disclose the investment path and the investment asset situation after penetration.
Article 20 of the new regulations stipulates that the manager shall disclose the annual report of the private securities investment fund to investors within four months from the end of the year. Annual report information, on the basis of quarterly reports, should also include:
(1) Audited annual financial reports and external audit opinions;
(2) Reports of private fund managers, including basic information of private fund managers, explanations of investment strategies and performance, etc.
(3) Report of the private fund custodian of the private fund that has been managed.
Ii. Regular reports of private equity investment funds: The frequency has been changed to semi-annual + annual reports, and the time limit for annual report disclosure has been relaxed
According to Article 22 of the new regulations, private equity investment funds only need to disclose semi-annual reports and are not required to disclose quarterly reports (to be completed by the end of August each year).
The semi-annual report also consists of nine major parts:
(1) Basic information of the fund, including the product type, investment scope, investment strategy, investment restrictions, etc. of the private equity fund;
(2) The financial situation of the fund, including the net assets of the fund and their changes at the end of the reporting period, the subscribed and paid-in capital of the fund, changes in investors, the fund's income, various expenses and profits during the reporting period, etc.
(3) Fund valuation situation, including valuation principles, valuation methods, valuation procedures, etc.
(4) Fund asset situation, the situation of private equity fund investment targets at the end of the reporting period, including the name of the investment target, investment amount and proportion, investment structure of the investment target, confirmation of ownership and other information and changes;
(V) Special circumstances, including the use of leverage, cross-border investment, etc.
(6) Related-party transaction situations, such as the amount, counterparty, transaction price, pricing basis, decision-making procedures, etc. of related-party transactions of private equity funds during the reporting period;
(7) Investment and exit situation during the reporting period, new investment and decision-making procedures during the reporting period, project exit and allocation of exit funds during the reporting period;
(8) Fund operation risks, major investment risks or situations affecting investment strategies during the reporting period, and countermeasures;
(IX) Other contents as stipulated by laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the fund contract.
Similarly, for private equity investment funds with nested investments, in light of the fund's asset situation, the investment path and the investment targets after penetration should also be disclosed.
Article 23 of the new regulations stipulates that the manager shall disclose the annual report of the private equity fund to investors within six months from the end of the year. The annual report information, on the basis of the semi-annual report, should also include
(1) Audited annual financial reports and external audit opinions;
(2) Reports of private fund managers, including basic information of private fund managers and explanations of the operation of private funds, etc.
(3) Report of the private fund custodian of the private fund that has been managed.
Iii. The disclosure frequency of venture capital funds has been adjusted to once a year
According to Article 25 of the new regulations, compared with equity funds, the frequency of information disclosure for venture capital funds has been differentiated this time, and only the annual report needs to be disclosed. The specific disclosure content, time limit and audit requirements are consistent with those of equity funds.
Iv. For funds that have been established for less than three months, the manager is not required to prepare a current report
According to Article 26 of the new regulations, for private securities funds, equity funds and venture capital funds, if the period from their establishment to the reporting date is less than three months, they can be exempted from the regular reporting of the current period.
V. Time limit for temporary Reports: It is clearly defined as within 5 working days
According to Article 27 of the new regulations, private fund managers shall disclose interim reports to investors within 5 working days from the date of the occurrence of major events.
2. Major events include: (1) The convening and resolution of the fund share holders' meeting, partners' meeting or shareholders' meeting; (2) Change the name and organizational form of the fund; (3) Replace the private fund manager, custodian, as well as the name, domicile, legal representative, controlling shareholder, actual controller, etc. of the manager; (4) Changes to important matters such as the fund manager, duration, investment scope, investment strategy, investment structure, valuation method, and fee rate; (5) Changes involving significant related-party transactions; (6) Major adverse circumstances occur in the main investment targets; (7) Liquidation of private equity funds (8) Major litigation and arbitration involving private equity funds; (9) Relevant entities have received major administrative or criminal penalties, etc.
Six. The requirements for annual financial audits have been significantly raised
According to Article 21 of the new regulations, for private securities investment funds: If any of the following circumstances exist, its annual financial accounting report shall be audited by an accounting firm that complies with the provisions of the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") : (1) Mainly invested in illiquid assets; (2) Mainly invested in derivative assets; (3) Mainly invested in overseas assets; (4) Mainly investing in private funds managed by other private fund managers; (5) Other circumstances as prescribed by the China Securities Regulatory Commission.
According to Article 23 and Article 24 of the new regulations, the annual financial accounting report of private equity investment funds shall be audited by an accounting firm. For those with a large management scale and a considerable number of individual investors, the annual financial accounting report shall be audited by an accounting firm that complies with the provisions of the Securities Law.
Vii. Special Attention: Information shall not be disclosed temporarily or selectively for marketing purposes. The retention period shall not be less than twenty years
According to Article 9 of the new regulations: Private fund managers may voluntarily increase the content disclosed to all investors, but it must not conflict with the information that should be disclosed, must not mislead investors, and must not temporarily or selectively disclose information for marketing or other purposes.
According to Article 34 of the new regulations: Private fund managers, custodians, distribution institutions and other private fund service institutions shall properly keep the relevant documents and materials for the information disclosure of private funds, and the retention period shall not be less than twenty years from the date of the completion of the fund liquidation.
Viii. Distribution and Trusteeship Institutions: Strengthen the information disclosure responsibilities of all parties, and the requirements for trusteeship review and verification are more detailed
The scope of application of this new regulation includes private fund managers, private fund custodians, and entrusted private fund sales institutions.
Article 15 of the new regulations provides detailed provisions on the duties of the custodian: The custodian shall promptly review and examine the information of the private securities investment fund, including its capital position, securities accounts, net asset value, subscription and redemption prices, as well as the financial situation of the fund in the information disclosure documents. If the custodian discovers that there is an error in the valuation of the net asset value of the fund, it shall prompt the private fund manager to correct it immediately and take reasonable measures to prevent further expansion of losses. If the custodian discovers that there is a major error in the valuation of the net asset value of the fund or a significant deviation in the valuation, and the private fund manager refuses to correct it, it shall prompt the private fund manager to fulfill the obligation of information disclosure in accordance with the law and report to the Asset Management Association of China and the local branch of the China Securities Regulatory Commission where the private fund manager is registered.
Ix. Detailed Legal Responsibilities: Clear standards for fines
Article 39 of the new regulations clearly stipulates the fine standards: in general circumstances, a warning or public criticism will be given, and a fine of up to 100,000 yuan will be imposed. Where it involves financial security and has harmful consequences, a warning or public criticism shall be given, and a fine of not more than 200,000 yuan shall be imposed. The directly responsible person in charge and other directly responsible personnel shall be given a warning or a public criticism, and be fined not more than 100,000 yuan or not more than 200,000 yuan.
X. Implementation Arrangement: Effective as of September 1, 2026
The new regulations will come into effect on September 1, 2026. From the date of implementation, newly submitted private equity funds for record shall comply with the relevant provisions of the new regulations regarding the fund contract and other related terms.
For existing private equity funds that have been filed before the implementation and need to modify their fund contracts, the relevant modification matters shall comply with the provisions of the new regulations.
Finally, compliance suggestions for the manager:
The new regulations require private fund managers to establish and improve information disclosure management systems, and designate specific departments and senior management personnel to be responsible for information disclosure affairs. Information must be disclosed to investors in accordance with the content, channels, methods and frequency of information disclosure stipulated in the fund contract, and the disclosed information must be true, accurate, complete and timely.
Based on the practical operation of the manager, the author particularly reminds:
For those who have not established an information disclosure management system, it is imperative to do so as soon as possible.
2. Establish a monitoring mechanism for major events; Regulate the circumstances of voluntary disclosure;
3. The establishment of a management system for non-public information should be incorporated into the schedule, and substantive measures should be taken to strengthen the control over non-public information.
