【新规速递】GP速查：逐条解析备案指引3号

Core Viewpoint - The revised "Private Investment Fund Filing Guidelines No. 3" significantly alters the previous version to address practical challenges encountered since its implementation in 2023, emphasizing respect for contractual agreements and streamlining the management change process [3][5][7]. Summary by Sections Section 1: Respect for Contractual Agreements - The revision introduces a "living will" requirement, allowing investors and managers to specify decision-making mechanisms for management changes in the fund contract, enhancing flexibility in voting methods [5][14]. Section 2: Optimization of Change Procedures - The new guidelines simplify the documentation requirements for management changes, removing the need for difficult-to-provide legal documents and allowing for alternative opinions to support changes when unanimous consent is not achievable [5][6]. Section 3: Clarification of Processing Basis - The guidelines now include arbitration decisions as a basis for processing, alongside court judgments, while allowing the association to retain discretion in handling management changes based on relevant legal documents [6][31]. Section 4: Handling of Liquidation Issues - The revised guidelines clarify that management changes can proceed even if the fund is in liquidation, provided the management company has not entered corporate liquidation [6][7]. Section 5: Risk Management - The new rules facilitate the management change process for certain private funds, addressing previous obstacles that hindered risk management through management changes [7][34]. Section 6: New Manager Qualifications - New managers must demonstrate ongoing operational capability and align with the fund type, ensuring that management changes do not compromise investor interests [15][17]. Section 7: Reporting Procedures - The guidelines specify that the original manager is responsible for submitting change requests within ten working days, with the new manager confirming the changes through the electronic filing system [19][21]. Section 8: Special Circumstances for Change - In cases where the original manager is incapacitated, the new manager can directly submit the required materials to the association, ensuring continuity in management [22][23]. Section 9: Prohibited Circumstances - The guidelines outline specific scenarios where management change requests will not be processed, including significant legal violations or if the fund is in liquidation [33][34]. Section 10: Post-Change Obligations - After a management change, the new manager is required to report to the local securities regulatory authority promptly, ensuring compliance with regulatory oversight [39][40].