المادة 83: Private Placement Requirements

Article 83: Private Placement Requirements

a. A capital market institution may not offer units in a private fund unless the following fulfilled:

1) notifies the Authority in writing in accordance with the format set out in Annex

(6) of these Regulations at least (15) days prior to the proposed date of an offer;

2) submits to the Authority a declaration in accordance with the terms set out in Annex (7) of these Regulations;

3) submits to the Authority copies of the Fund's Terms and Conditions in accordance with the requirements of Annex (11) of these Regulations and any offering documents to be used in advertising the offer; and

4) provide details of the organizational structure of the Fund Manager, including a description of the investment decision-making process of fund manager or sub-fund manager, and the name and function of any registered person in that decision-making process to the Authority.

5) provide a compliance monitoring program for the relevant investment fund.

6) pays such registration fees as the Authority may prescribe.

7) any other information that the Authority requires.

b. If having received a private placement notification and the relevant information and documents provided under Paragraph (a) of this Article the Authority considers that the proposed offer of units may not be commensurate with the fund manager’s ability or may result in a breach of the Capital Market Law or its Implementing Regulations, then it may take the following actions:

1) carry out any enquiries which it considered appropriate including requiring the concerned person or its representative to appear before the Authority to answer the questions of the Authority and to explain any matters that the Authority considers relevant to the private placement offering; or

2) require the concerned person or others to provide additional information or to confirm, in such manner as the Authority may specify, that the information provided is accurate.

c. Where the Authority determines that the private placement may not be commensurate with the fund manager’s ability or may result in a breach of the Capital Market Law or its Implementing Regulations, the Authority may issue a “notification” to the capital market institution stating that theprivateoffer is not to be made or publish a “Notice” prohibiting the offer.

d. Where the Authority has not taken any actions stated in Paragraph (c) of this Article, the Authority shall, at the request of the capital market institution, issue a notice stating it has no objection to offering units in the private fund.

e. The capital market institution must provide the Authority within (10) days of the end of the offer period of the private fund with the results of the offer, in the form set out in Annex

(10) of these Regulations.

f. Where the offer is not completed by the proposed offer end date (if any) specified in the private placement notification provided to the Authority in accordance with Subparagraph

(1) of Paragraph (a) of this Article and of the Fund’s Terms and Conditions, the capital market institution must provide the Authority within (10) days with a notification in writing signed by the capital market institution confirming that the offer has failed to complete. The capital market institution must return to the unitholders their full subscriptions monies together with any returns generated from investing the subscriptions monies without any deduction.

g. I f the fund manager cancels the fund’s offering after the offering is completed and before its operation by collecting the minimum limit specified in the fund's terms and conditions by the proposed offer’s expiry date (if any), stated in the private offer notification submitted to the Authority in accordance with subparagraph (1) of Paragraph (a) of this Article, the capital market institution must provide the Authority with a written notification, signed by the institution, within (10) days confirming the cancellation of the fund’s offering after the offering is completed and before its operation. Additionally, subscription monies and any returns generated from their investment must be refunded to the unitholders without any deductions.

h. The fund manager must notify the Authority within (10) days from the date of the fund’s operation.

i. The subscriber has the right to refund the subscription monies and any returns generated from their investment without any deductions if any of the following events occur before the fund is activated:

1) The offering period of the private fund is extended beyond the extension period specified in the fund's terms and conditions.

2) The fund’s capital or minimum operating is modified.

3) Making any changes stipulated in Article (94) of these Regulations to the fund's Terms and Conditions.