CSRC proposes to strengthen regulation of private fund fundraising

On 4 September 2026, the China Securities Regulatory Commission (the “CSRC”) published the Private Investment Fund Fundraising Supervision and Administration Measures (Draft for Public Consultation) (the “Draft Measures”) for public consultation. The consultation will close on 4 October 2026.

The Draft Measures comprise seven chapters and 45 articles and represent a significant step towards establishing a more comprehensive administrative regulatory framework for the fundraising of private investment funds. They are intended to implement and supplement the Private Investment Fund Supervision and Administration Regulations (the “Private Fund Regulations”) and to strengthen regulatory oversight at the fundraising stage, particularly in relation to investor eligibility, suitability, fundraising channels, fund documentation and the safeguarding of subscription monies.

For existing market participants, the Draft Measures are particularly relevant because they would substantially develop and, in a number of areas, tighten the requirements currently set out in the China Securities Investment Fund Association’s (“AMAC”) Measures for the Administration of Fundraising Activities of Private Investment Funds issued in 2016 (the “2016 AMAC Rules”). The 2016 AMAC Rules remain effective and were originally formulated as a self-regulatory framework for private fund fundraising activities.

We highlight below the key changes that private fund managers and distributors should consider.

1. A materially higher threshold for individual qualified investors

One of the most significant changes concerns the qualification of individual investors.

Under the 2016 AMAC Rules, the existing qualified investor threshold broadly follows the requirements under the former Interim Measures for the Supervision and Administration of Private Investment Funds: an individual investor must have financial assets of at least RMB3 million or average annual personal income of at least RMB500,000 over the preceding three years, and must invest at least RMB1 million in a single private fund.

The Draft Measures would introduce a substantially more structured test, which seem to be indicating that an individual would generally need to satisfy all of the following:

• at least two years’ investment experience in securities, funds, futures or equity investments, or alternatively be a senior management person of a specified regulated financial institution, namely securities companies and their subsidiaries, fund management companies and their subsidiaries, futures companies and their subsidiaries, wealth management companies, insurance companies, insurance asset management companies, financial asset investment companies and trust companies
• either:
  • family financial assets of at least RMB5 million;
  • family net financial assets of at least RMB3 million; or
  • average annual personal income of at least RMB500,000 over the preceding three years;
• an investment amount satisfying the proposed minimum investment requirement (i.e. at least RMB1 million, with an initial paid-in amount of no less than RMB1 million); and
• appropriate risk identification and risk-taking capacity.

This represents an important conceptual change. In particular, investment experience would become an additional mandatory requirement, rather than an element that can simply be considered as part of the suitability assessment. In addition, the asset test would move from an individual’s financial assets to specified family-level financial asset and net financial asset tests.

The Draft Measures would also introduce a higher threshold for individuals investing in funds whose principal assets are concentrated in certain higher-risk or less liquid investments, including interests in real estate project companies, a single investment target, overseas assets or OTC derivatives. Where such investments constitute at least 80% of the fund’s paid-in capital, an individual investor would generally need at least four years’ relevant investment experience, family financial assets of at least RMB10 million and family net financial assets of at least RMB6 million.

2. Stricter rules for employee co-investment

The 2016 AMAC Rules treat a private fund manager and its employees investing in funds managed by the manager as qualified investors and provide certain exemptions from the cooling-off and return-visit procedures.

The Draft Measures would replace this relatively broad treatment with a more targeted employee co-investment regime. Employee investors would need to be full-time personnel principally engaged in investment, research, trading or risk management, and their family net financial assets would need to be at least RMB1 million. In addition, the manager may set the co-investment amount for eligible employees at its own discretion, and such employee co-investment would not be subject to the RMB1 million minimum single-fund investment requirement otherwise applicable to individual investors.

This would narrow the scope of employees who can benefit from the special employee co-investment arrangements.

3. Enhanced look-through requirements

The Draft Measures would strengthen the existing look-through requirements applicable where an investor uses a contractual arrangement or other structure to pool funds for investment in a private fund.

The manager or sales institution would generally be required to look through to the ultimate investors for purposes of verifying qualified investor status and calculating investor numbers. Whilst certain regulated institutional investors would benefit from exemptions from full look-through treatment, with respect to asset management products and private funds, the manager would still be required to take reasonable and necessary steps to identify the actual investors and ultimate source of funds. Investors would also be expressly required to co-operate with such look-through checks.

4. Tighter control over fundraising channels and intermediaries

The Draft Measures would clarify the fundraising channels permitted under the Private Fund Regulations.

A private fund would have to be raised either:

• directly by the private fund manager; or
• through a private fund sales institution meeting the relevant qualification requirements.

A manager would remain responsible for its statutory obligations notwithstanding the appointment of a sales institution.

More importantly, the Draft Measures would formalise and strengthen the existing restrictions on the use of third-party intermediaries for fundraising. Article 34 expressly prohibits a manager from appointing, or disguising an appointment through an intermediary agreement or similar arrangement, an institution or individual that is not qualified to conduct private fund sales. It also prohibits the provision or disguised provision of fundraising documents to third parties with no contractual fundraising mandate.

While these restrictions are broadly consistent with the existing AMAC self-regulatory framework, the Draft Measures would place them on a departmental regulatory footing and subject violations to administrative penalties, rather than primarily to AMAC filing-related consequences.

5. Fundraising documents would become more prescriptive

The Draft Measures would formally identify a core set of fundraising documents, comprising:

1. the fund prospectus and other promotional materials;
2. the risk disclosure statement;
3. the investor undertaking; and
4. the fund contract.

The manager would be responsible for preparing the fundraising documents and ensuring that they are true, accurate and complete.

The Draft Measures would also impose more detailed requirements on the relationship between promotional materials and the fund contract. In particular, before signing the fund contract, the manager or sales institution would need to explain the principal terms of the fund contract to the investor. Investment monies could not be collected before the fund contract is signed. Where the contract differs from the promotional materials, the manager would need to identify the differences to the investor and obtain the investor’s confirmation. The final fund contract executed by investors would also generally need to be consistent across investors.

This would require a meaningful adjustment to the transaction process for managers accustomed to collecting subscription monies concurrently with, or before, final execution of fund documentation.

6. Online fundraising would be subject to enhanced controls and audit trails

The Draft Measures would expressly regulate online fundraising.

Managers and sales institutions would not be permitted to market private fund products through any third-party internet platforms. They could, however, use their self-operated internet platforms to market funds to investors who have completed the relevant suitability and investor-identification procedures. A “self-operated internet platform” is defined as websites, mobile applications, mini-programmes and self-media operated independently by a private fund manager or sales institution, with the institution having full data access and control.

For online fundraising conducted through a manager’s or sales institution’s self-operated internet platform, the entire fundraising process would need to be recorded and traceable, including investor identification, suitability assessment, marketing, risk disclosure and execution of the fund contract.

The Draft Measures therefore appear to move beyond the more limited online “specific target investor” identification procedures under the 2016 AMAC Rules towards a full-process digital audit trail.

7. Cooling-off, return visits and audio/video recording

The existing 2016 AMAC Rules require, subject to specified exemptions, a minimum 24-hour investment cooling-off period and a post-sale return-visit confirmation process for investors.

The Draft Measures would retain the cooling-off and return-visit concepts but introduce a broader requirement for fundraising activities involving individual investors to be recorded by audio or video. The manager or sales institution would also need to establish appropriate record-keeping arrangements for risk disclosures and execution of fund contracts.

Individuals investing in the higher-threshold products described above could, following enhanced risk disclosure and written confirmation, be exempted from the audio/video recording, return-visit and cooling-off requirements.

This represents a shift from the existing rules towards a more comprehensive evidence trail for retail-like individual investor onboarding.

8. More stringent segregation and supervision of fundraising monies

The Draft Measures would strengthen controls over fundraising settlement accounts. Managers and sales institutions would be required to maintain dedicated fundraising accounts through which subscription, transfer, distribution, redemption and liquidation monies must flow. Such assets must remain segregated from proprietary assets and other assets under management.

The role of fundraising settlement supervision institutions would also be narrowed to qualified commercial banks and securities companies, with enhanced reconciliation requirements. This is more prescriptive than the 2016 AMAC Rules, which contain broader eligibility criteria for supervisory institutions.

9. Enhanced internal controls and governance

The Draft Measures would introduce more detailed internal control requirements for fundraising activities.

Managers would be required to establish systems covering investor due diligence, investor identification, transaction records, fund transfers, fundraising compliance and financial management, and to designate a senior management person responsible for fundraising. They would also need to establish training, monitoring, accountability and complaints-handling mechanisms for fundraising personnel.

Importantly, sales performance could not be used as the sole performance assessment or incentive criterion for fundraising personnel.

This reflects a broader regulatory emphasis on preventing mis-selling and embedding investor protection into the manager’s internal governance framework.

10. Record retention would be extended from 10 to 20 years

The 2016 AMAC Rules require records relating to investor suitability and other fundraising activities to be retained for at least 10 years after fund liquidation.

The Draft Measures would extend the retention period to at least 20 years after completion of fund liquidation, covering investor due diligence, identity information, transaction records and other relevant materials.

For managers with substantial historical fundraising volumes, this may have a meaningful impact on document management, data storage and outsourcing arrangements.

11. A shift from self-regulation towards administrative enforcement

Perhaps the most important structural change is the move from an essentially self-regulatory fundraising framework towards a more formal administrative regulatory regime.

While the 2016 AMAC Rules primarily relied on self-regulatory measures, including filing-related and disciplinary consequences, the Draft Measures would place fundraising activities within a more formal CSRC supervisory and enforcement framework. The CSRC and its local offices would have supervisory and investigative powers over managers, Sales Institutions, fundraising settlement supervision institutions and relevant personnel, as well as certain related parties such as shareholders, partners and actual controllers.

The Draft Measures would also introduce administrative penalties for a range of fundraising compliance failures, including those relating to fund contract execution, pre-signing collection of subscription monies, dedicated accounts, cooling-off and return-visit procedures, internal controls, online fundraising and record retention.

This would materially increase the regulatory and enforcement risk associated with fundraising compliance, as certain matters previously addressed primarily through AMAC self-regulation could become subject to direct administrative enforcement.

12. Grandfathering and transitional arrangements

The Draft Measures do not currently contain any express grandfathering or transitional provisions addressing the application of the proposed requirements to existing private funds or their existing investors. It therefore remains unclear whether, and to what extent, the new requirements would apply to existing funds and investors following the finalisation of the Draft Measures, including whether existing investor relationships would need to be revisited or brought into compliance with the new requirements.

This point may be clarified during the consultation process or in the final rules and will be relevant to assessing the practical impact of the new regime on existing funds.

Next steps

The Draft Measures should not be viewed simply as a replacement for the 2016 AMAC Rules. Rather, they represent a broader regulatory upgrade of the private fund fundraising regime, bringing a number of existing AMAC self-regulatory requirements into a formal departmental regulatory framework, while also introducing more detailed requirements in areas such as qualified investor eligibility, fundraising processes, online fundraising and internal controls.

For private fund managers and sales institutions, the key areas to watch are the more differentiated qualified investor requirements, enhanced look-through and suitability requirements, tighter controls over fundraising channels and intermediaries, more prescriptive fundraising procedures and documentation, enhanced digital record-keeping, and increased administrative enforcement risk. At the same time, a number of the proposed requirements reflect existing regulatory and self-regulatory practice rather than entirely new substantive obligations.

Importantly, the Draft Measures do not currently contain express grandfathering or transitional provisions for existing funds or investors. It therefore remains unclear whether, and how, the proposed requirements would apply to existing investor relationships and funds once the final rules take effect. This will be an important issue to monitor as the consultation progresses.

Once the Draft Measures are officially issued, private fund managers and sales institutions may wish to conduct a targeted gap analysis of their existing fundraising policies and procedures, particularly in relation to individual investor eligibility, employee co-investment, third-party distribution arrangements, online fundraising, subscription procedures and record retention. The consultation period may also provide an opportunity for market participants to provide feedback on the proposed requirements and, in particular, seek greater clarity on transitional arrangements.

Should you have any questions or require further assistance regarding any of the above, please do not hesitate to contact Melody Yang and Sherry Si at YaoWang Law Offices (our strategic alliance firm in China Mainland).