Discussion On The Management Of Asset Securitization Business: The Agency Can Offer Bilateral Quotations (Fu Quanwen)

　　 This The discussion paper has not confined its business to securities companies, but has incorporated the other assets management institutions approved by the company and the Securities Regulatory Commission. The "discussion paper" stipulates that asset management institutions refer to securities companies, fund subsidiaries with the qualification of securities asset management business and other institutions identified by the China Securities Regulatory Commission. This means that the asset securitization business of the fund subsidiary will be formally recognized by the regulators.

Moreover, the discussion draft also made it clear that asset management institutions apply this provision by setting up a special purpose vehicle to carry out asset securitization business. The special purpose vehicle (CSRV) refers to the special asset support plan (hereinafter referred to as the special plan) specially established by the asset management agency for the asset securitization business, or other special purpose vehicle authorized by the CSRC. This makes the special information management plan finally move towards the filing system.

In addition, the "discussion paper" indicates that if the asset management institution applies for the establishment of a special plan or the issuance of asset-backed securities, it shall, within 5 working days after the establishment of the special plan, report the establishment to the China Securities Investment Fund Association for the record, and at the same time, copy the dispatched offices of the Securities Regulatory Commission of the China Securities Regulatory Commission in the place where the asset management institution resides. China's Fund Association should formulate rules for archival filing, implement self-discipline management on record, and express self-regulation of industry.

　　 Discussion paper The full text is as follows:

Provisions on the management of asset securitization business (discussion draft)

(according to 2014 x xx) the China Securities Regulatory Commission's decision on Amending the regulation on the asset securitization business of securities companies is revised.

general provisions

Article 1. In order to standardize the activities of asset management institutions and other related entities in carrying out asset securitization activities, and protect the legitimate rights and interests of investors, it is formulated according to the securities law, the securities investment fund law, the Interim Measures for the management of private equity funds and other relevant laws and regulations. Regulations 。

The second asset securitization business referred to in this Regulation refers to the credit enhancement of the asset backed securities based on the cash flow generated by a specific base asset or asset portfolio through structured means.

The term "asset management hook" as mentioned in these Provisions refers to a specialized subsidiary company (hereinafter referred to as fund subsidiary) established by a securities company or a securities investment fund management company with the qualification of securities asset management business, and other institutions identified by the China Securities Regulatory Commission.

The third asset management institutions shall apply these provisions through the establishment of special purpose vehicles for asset securitization business.

The term "special purpose vehicle" as mentioned in the preceding paragraph refers to the special asset support plan specially established by the asset management institution for the development of asset securitization business (hereinafter referred to as the special plan) or other special purpose vehicle authorized by the China Securities Regulatory Commission.

The fourth asset management institution applies for the establishment of a special plan and the issuance of asset-backed securities.

(1) it has a good compliance, risk control system and risk disposal measures to effectively control business faces.

(two) in the past 1 years, administrative penalties have not been imposed for major violations of laws and regulations.

The fifth property obtained from the management, use, punishment or other circumstances of the special plan assets is classified into the special planned assets. Due to the expenses of handling the special planning office and the debts to the third party, the special plan assets shall be borne.

The special plan assets are independent of the inherent property of the original rights holder, the manager trustee and other business participants.

The original rights and interests, managers, trustees and other business participation agencies are liquidated for reasons such as disbanded according to law, revoked or declared bankrupt in accordance with the law, etc. the assets of the special plan shall not belong to the liquidation property.

The claims generated by the sixth managers in the management, utilization and disposition of the special planned assets shall not be offset from the debts arising from the inherent assets of the original rights and interests, managers, trustees, asset backed securities investors and other business participants. The creditor's rights and liabilities arising from the management, application and disposition of assets under different special plans shall not be offset by each other.

The seventh special plan assets shall be trusteeship by commercial banks with relevant business qualifications, China Securities Depository and Clearing Co., Ltd., securities companies with qualification of trusteeship or other assets custodian authorized by the China Securities Regulatory Commission.

The second chapter is special plan.

The eighth basic assets referred to in these Provisions refer to the specific property rights or property that can be specified in accordance with the laws and regulations, the ownership is clear, and can produce an independent and pretending cash flow. Basic assets can be single property rights or property, or assets of multiple property rights or assets.

The transaction basis of the right or property to be produced in the preceding paragraph shall be true. The transaction price shall be fair and the cash flow shall be continuous and stable.

The basic assets can be property rights such as receivables, credit assets, trust beneficial rights and other real property rights such as infrastructure, commercial property, real estate income rights and other property or property rights recognized by the China Securities Regulatory Commission.

The ninth laws and regulations stipulate that the transfer of basic assets shall be approved and registered, and shall be handled according to law. If the laws and regulations do not require registration or temporarily do not have the conditions for registration, managers should take effective measures to safeguard the safety of basic assets.

If a basic asset is a creditor's right, the debtor shall be notified of the transfer of the creditor's rights in accordance with the relevant laws.

The tenth basic assets shall not be accompanied by collateral, pledge or other security burdens or other rights restrictions. Exceptions can be made through the relevant arrangements of the special plan to lift the basic assets related guarantee burdens and other rights restrictions.

The eleventh way to make a special asset management plan based on the cash flow of basic assets and the circulation of new similar basic assets. The legal documents of the special plan should explain the purchase conditions, purchase scale, liquidity risk and risk control measures of the basic assets.

The scale and duration of the twelfth basic assets should be matched with the scale and duration of the asset backed securities. Two the scale of the special plan is not limited.

The activities of money and expenditure in the thirteenth special projects should be carried out through special plan accounts.

The fourteenth asset backed securities is a proof that investors enjoy special planned rights and interests, which can be inherited, traded or transferred according to law. Investors in asset-backed securities should not advocate the division of special planned assets, and may not require special plans to buy back asset backed securities.

Investors in asset-backed securities enjoy the following rights:

(1) sharing the revenue from the special plan;

(two) participating in the distribution of the remaining assets of the special plan after liquidation in accordance with the subscription agreement and the plan specification;

(three) obtain information disclosure documents such as asset management reports and other special plans, check or copy relevant information of special plans;

(four) disposing of asset-backed securities by way of transaction, transfer or pledge in accordance with the law;

(five) financing through repurchase according to relevant rules of trading places;

(six) other rights stipulated in the subscription agreement or the prospectus.

The fifteenth issue of asset-backed securities can stipulate the convening procedure of the meeting of the holders of the asset backed securities and the rules of the holders' meeting in the prospectus, and clarify the scope, procedures and other important matters for the holders of the assets support securities to exercise their powers through the holder's meeting.

The sixteenth special plan can enhance the credit rating of asset support certificate through internal or external credit enhancement.

The asset backed securities issued by the same special plan can be divided into asset-backed securities of different types and types, enjoying the same rights and interests and undertaking the same risks.

The seventeenth asset backed securities can be initially graded and followed up by the credit rating agencies (hereinafter referred to as credit rating agencies) that have obtained the qualification of the securities market credit rating business approved by the China Securities Regulatory Commission.

The managers of the eighteenth special plans and the sales agencies of the asset-backed securities shall take the following measures to ensure that the investment decision of the investors is a prudent decision under the circumstances of fully knowing the characteristics of the risk return of the asset backed securities:

(1) to understand investors' property and income status, risk tolerance and investment preferences, and recommend asset backed securities matching their risk bearing capacity.

(two) fully disclose the basic assets of the special plan, the cash flow forecast and the impact on the special plan, the main contents of the transaction contract and the risk return characteristics of the asset backed securities, and inform the rights and obligations of the investment asset-backed securities.

(three) making the risk disclosure book fully reveals the investment risk. Before accepting the investor's subscription funds, it should ensure that investors have already known the contents of the risk disclosure and signed the risk disclosure book.

The nineteenth special plan should specify special accounts for asset backed securities to be used for the receipt and transfer of subscription funds for asset-backed securities.

At the end of the twentieth issue period, the issuing scale of asset-backed securities is not up to the minimum issuing scale stipulated in the prospectus, or the special plan does not meet the other conditions set up in the plan prospectus, and the establishment of the special plan fails. The manager shall refund the subscribed capital and interest to the investor within 10 working days from the date of the end of the issue period.

The third chapter is filing, listing and transfer.

Article twenty-first when applying for the establishment of a special plan or issuing an asset-backed securities, the twenty-first asset management organization shall report the establishment to the China Securities Investment Fund Association (hereinafter referred to as the China Fund Industry Association) for record within the next 5 days after the establishment of the special plan, and at the same time, copy the dispatched offices of the China Securities Regulatory Commission at the domicile of the asset management agency.

China's Fund Industry Association shall formulate rules for archival filing and carry out self-discipline management for archival filing.

Where a transaction is not carried out according to the regulations, the stock exchange shall not provide transfer services for it.

Twenty-second investors of asset-backed securities should qualify for qualified investors who are in line with the Interim Measures for the management of private equity funds, and the total number of eligible investors shall not exceed two hundred.

The twenty-third asset backed securities can be transferred in accordance with the regulations in the stock exchange, inter agency private offering product quotation and service system, the counter market of securities companies and other securities exchanges authorized by the China Securities Regulatory Commission.

If an asset-backed securities is transferred in a trading place listed in the preceding paragraph, the investor of the asset-backed securities shall be a QFII after the transfer, and the aggregate amount shall not exceed two hundred.

The transfer of twenty-fourth applications for asset-backed securities in securities trading places should also comply with the conditions stipulated in stock exchanges or other securities trading places.

Securities trading places shall formulate rules for listing and transferring, and self-regulation shall be carried out when listing and transferring assets asset-backed securities.

A stock exchange can set up an investor's appropriateness management system and implement classified management of asset support listing and transfer.

Twentieth