信贷资产证券化试点管理办法

（Promulgated by the People‘s Bank of China and China Banking Regulatory Commission on 20 April 2005 and effective as of the date of promulgation.）

颁布日期：20050420 　实施日期：20050420 　颁布单位：中国人民银行、 中国银行业监督管理委员

PART ONE　GENERAL PROVISIONS

Article 1　These Procedures have been formulated in accordance with the PRC， People‘s Bank of China Law， the PRC， Banking Regulation Law， the PRC， Trust Law and relevant regulations in order to standardize the pilot projects for securitization of credit assets， protect the lawful rights and interests of investors and related parties， enhance the liquidity of credit assets and enrich the variety of security products.

Article 2　These Procedures shall apply to such structured financing activities whereby a financial institution in the banking industry in China， acting as a sponsor institution， entrusts credit assets to a trustee institution and such trustee institution issues beneficiary securities in the form of asset-backed securities to investment institutions and uses the cash generated from such property to support the returns of the asset-backed securities.

A trustee institution shall， in accordance with these Procedures and the stipulations of the trust contract， appoint a loan service institution， a fund custodian institution， a securities registration and custodian institution and other securitization transaction service providers to perform the corresponding duties respectively.

A trustee institution shall assume obligations to pay the returns of asset-backed securities to investment institutions to the extent of the trust property.

Article 3　Asset-backed securities shall be issued by the trustee institution of a special-purpose trust and represent shares in the trust beneficiary right to the special-purpose trust.

Asset-backed securities may be issued and traded on the national inter-bank bond market.

Article 4　The rights and obligations of sponsor institutions， trustee institutions， loan service institutions， fund custodian institutions and securities registration and custodian institutions for securitization of credit assets， other securitization transaction service providers and asset-backed securities investment institutions shall comply with relevant laws and regulations， the provisions hereof and the stipulations of relevant contracts such as the trust contract （hereafter， the “relevant legal documents”）。

The trustee institution shall perform its entrusted duties in accordance with the relevant laws and regulations， the provisions hereof and the stipulations in the relevant legal documents. The sponsor institution， loan service institution， fund custodian institution， securities registration and custodian institution and other securitization transaction service providers shall perform their corresponding duties in accordance with the relevant laws and regulations， the provisions hereof and the stipulations in the relevant legal documents.

Asset-backed securities investment institutions （also referred to as “asset-backed securities holders”） shall be entitled to the benefits and bear the risks in the trust property and decide on major matters that have an influence on their interests through the general meeting of asset-backed securities holders in accordance with the relevant legal documents.

Article 5　Securitization of credit assets shall follow the principle of voluntariness， fairness and good faith and may not harm State and public interests.

Article 6　The credit assets obtained by a trustee institution in undertaking a trust are trust property， which shall be independent of the properties of the sponsor institution， trustee institution， loan service institution， fund custodian institution， securities registration and custodian institution and other securitization transaction service providers.

The property and income obtained by a trustee institution， loan service institution， fund custodian institution and other securitization transaction service providers in the management， use or other circumstances of the property in a special-purpose trust shall belong to the trust property.

Where a sponsor institution， trustee institution， loan service institution， fund custodian institution， securities registration and custodian institution or other securitization transaction service provider is liquidated as a result of being dissolved according to law， being shut down according to law or being declared bankrupt according to law， the trust property shall not constitute part of its liquidated properties.

Article 7　The claims accrued to a trustee institution in the management， use or disposal of trust property shall not be offset against the liabilities arising from the properties of the sponsor institution， trustee institution， loan service institution， fund custodian institution， securities registration and custodian institution and other securitization transaction service providers. The claims and liabilities arising from the management， use or disposal of different trust property may not be offset against each other.

Article 8　Trustee institutions， loan service institutions， fund custodian institutions， securities registration and custodian institutions and other securitization transaction service providers shall faithfully fulfil their duties and perform their obligations of good faith and due care and diligence.

Article 9　The China Banking Regulatory Commission （hereafter， “CBRC”） shall regulate the business activities of securitization of credit assets of relevant institutions in accordance with the law. The relevant regulatory provisions shall be formulated by the CBRC separately.

Article 10　The People‘s Bank of China shall regulate the issue and trading of asset-backed securities on the national inter-bank bond market.

PART TWO　SPONSOR INSTITUTIONS FOR SECURITIZATION OF CREDIT ASSETS AND SPECIAL-PURPOSE TRUSTS

Article 11　Sponsor institutions for securitization of credit asset are financial institutions that transfer credit assets by establishing a special-purpose trust.

Article 12　Sponsor institutions shall publish an announcement on national media to notify the relevant right holders of the transfer of credit assets through the establishment of a special-purpose trust.

Article 13　A sponsor institution shall conclude a trust contract with the trustee institution， which shall specify the following matters：

（1）purpose of the trust；

（2）the names and domiciles of the sponsor institution and the trustee institution；

（3）the scope of beneficiaries and the method of determining such scope；

（4）the scope， types， standards and conditions of the trust property；

（5）the terms of redemption or replacement stipulated in Article 14 hereof；

（6）the form and method for beneficiaries to receive the benefits from the trust；

（7）the term of the trust；

（8）the method for managing the trust property；

（9）the rights and obligations of the sponsor institution and the trustee institution；

（10）the duties of the institutions that accept appointment by the trustee institution to handle trust matters on its behalf；

（11）the remuneration of the trustee institution；

（12）the organizational form and authority of the general meeting of the asset-backed securities holders；

（13）the method of selecting and appointing a new trustee institution； and

（14）the reasons for termination of the trust.

Article 14　If， during the term of the trust contract， the trustee institution discovers that the credit assets of the trust property are， as of the stocking date， inconsistent with the scope， type， standards and conditions stipulated in the trust contract， it shall require the sponsor institution to redeem or replace the assets.

PART THREE　TRUSTEE INSTITUTIONS FOR SPECIAL-PURPOSE TRUSTS

Article 15　Trustee institutions for special-purpose trusts （hereafter， “trustee institutions”） are institutions that， by undertaking a trust， are responsible for the management of the property of a special-purpose trust and the issue of asset-backed securities.

Article 16　Trustee institutions shall be trust and investment companies established in accordance with the law or other institutions approved by the CBRC.

Article 17　Trustee institutions shall perform the following duties according to the stipulations in the trust contract：

（1） issue asset-backed securities；

（2） manage the trust property；

（3） disclose the information of the trust property and asset-backed securities on a ongoing basis；

（4） distribute the benefits of the trust according to the stipulations in the trust contract； and

（5） other duties stipulated in the trust contract.

Article 18　Trustee institutions must appoint a commercial bank or other professional institution to be the fund custodian institution for the trust property， and shall appoint other qualified institutions according to the stipulations in the trust contract to respectively perform other entrusted duties such as loan service and transaction management.

Article 19　The duties of a trustee institution shall terminate upon any of the following circumstances：

（1） its qualifications as trustee institution are revoked in accordance with the law；

（2） its appointment is terminated by the general meeting of the asset-backed securities holders；

（3） it is dissolved according to law， shut down according to law or declared bankrupt according to law；

（4） it resigns as trustee institution； or

（5） other circumstances stipulated in laws and administrative regulations or the trust contract.

Article 20　If the qualifications as trustee institution of a trustee institution have been revoked or the trustee institution is dissolved according to law， shut down according to law or declared bankrupt according to law， an interim trustee institution shall be designated by the CBRC before a new trustee institution is appointed.

If the duties of a trustee institution are terminated， it shall properly keep safe the information and complete the handover procedures in a timely manner. The new trustee institution or interim trustee institution shall accept such information in a timely manner.

PART FOUR　LOAN SERVICE INSTITUTIONS

Article 21　Loan service institutions are institutions that are responsible for managing loans upon appointment by a trustee institution.

A loan service institution may be the sponsor institution for securitization of credit assets.

Article 22　A trustee institution shall conclude a service contract with a loan service institution， which shall specify the following matters：

（1） the names and domiciles of the trustee institution and loan service institution；

（2） the duties of the loan service institution；

（3） the method and standards for managing the loans；

（4） the rights and obligations of the trustee institution and loan service institution；

（5） the remuneration of the loan service institution；

（6） the liability for breach of contract； and

（7） other matters.

Article 23　The loan service institution shall manage the credit assets that serve as trust property and perform the following duties according to the stipulations in the service contract：

（1） receive the principals and interests of the loans；

（2） manage the loans；

（3） keep safe the legal documents related to the trust property and keep them separate from the legal documents related to its own property；

（4） provide service reports to the trustee institution on the information of the credit assets that serve as trust property periodically； and

（5） other duties stipulated in the service contract.

Article 24　Loan service institutions shall have a specialized business department that establishes a separate account for separate management of credit assets that serve as trust property.

Article 25　A loan service institution shall， according to the requirements of the service contract， transfer any funds recovered from the credit assets that serve as trust property to the fund custodian institution， and notify the trustee institution thereof.

Article 26　If a trustee institution finds that the loan service institution fails to perform its duties according to the method and standards stipulated in the service contract， it may replace the loan service institution subject to the decision of the general meeting of asset-backed securities holders.

The trustee institution shall notify the borrowers of the replacement of loan service institution in a timely manner.

PART FIVE　FUND CUSTODIAN INSTITUTIONS

Article 27　Fund custodian institutions are institutions that are responsible for keeping custody of the funds in the trust property account upon appointment of a trustee institution.

The sponsor institution and the loan service institution for securitization of credit assets shall not act as the fund custodian institution for the same transaction.

Article 28　A trustee institution shall conclude a fund custody contract with a fund custodian institution， which shall specify the following matters：

（1） the names and domiciles of the trustee institution and the fund custodian institution；

（2） the duties of the fund custodian institution；

（3） the method and standards for managing the funds；

（4） the rights and obligations of the trustee institution and the fund custodian institution；

（5） the remuneration of the fund custodian institution；

（6） the liability for breach of contract； and

（7） other matters.

Article 29　A fund custodian institution shall manage funds and perform the following duties in accordance with the fund custody contract：

（1） keep safe the proceeds from trust property；

（2） open a fund account for the trust property in the name of the special-purpose trust for securitization of credit assets；

（3） pay investment returns to asset-backed securities holders by the method stipulated in the fund custody contract；

（4） manage the funds in the account of the special-purpose trust by the method stipulated in the fund custody contract and according to the instructions of the trustee institution；

（5） provide fund custody reports on the custody of funds and payment of the returns of the asset-backed securities to the trustee institution periodically according to the stipulations in the fund custody contract； and

（6） other duties stipulated in the fund custody contract.

The trustee institution may also appoint other service providers to perform the duties specified in Items （3）， （4） and （5） above according to the stipulations in the trust contract.

Article 30　Between the intervals of payment of proceeds from trust property to investment institutions， fund custodian institutions shall only invest such proceeds in highly liquid and cashable treasury bonds， policy financial bonds and other financial products the investment in which is permitted by the People‘s Bank of China by the method stipulated in the contract and according to the instructions of the trustee institution.

Article 31　If a trustee institution discovers that the fund custodian institution fails to keep custody of the funds according to the method and standards stipulated in the contract， it may replace the fund custodian institution subject to the decision of the general meeting of the asset-backed securities holders.

PART SIX　ISSUE AND TRADING OF ASSET-BACKED SECURITIES

Article 32　To issue asset-backed securities on the national inter-bank bond market， a trustee institution shall submit the following documents to the People‘s Bank of China：

（1） an application report；

（2） the written consent document from the authority specified in the articles of association or organizational document of the sponsor institution；

（3） the trust contract， loan service contract and fund custody contract， and the draft of other relevant legal documents；

（4） the draft prospectus （refer to the appendix for format requirements）；

（5） the underwriting agreement；

（6） the relevant approval document from the CBRC；

（7） a legal opinion issued by a practising lawyer；

（8） an accounting opinion issued by a certified public accountant；

（9） the draft credit rating report issued by a credit rating agency and a statement regarding arrangement for ongoing follow-up credit rating； and

（10） other documents required by the People‘s Bank of China.

Article 33　The People‘s Bank of China shall decide whether or not to accept an application within five working days of receipt of the complete set of documents for issue of asset-backed securities. Where the People’s Bank of China decides not to accept the application， it shall notify the applicant of the reasons therefor. Where it decides to accept the application， it shall render a written decision on approval or disapproval of the application within 20 working days of acceptance of the application.

Article 34　Asset-backed securities may have their credit rating enhanced through internal or external credit enhancement.

Article 35　When asset-backed securities are issued and traded on national inter-bank bond market， a credit rating agency with rating qualifications shall be engaged to carry out credit rating of the asset-backed securities on an on-going basis.

A credit rating agency shall ensure the objectivity and impartiality of its rating.

Article 36　To issue asset-backed securities， an issuer shall organize an underwriting syndicate. The underwriter may distribute the asset-backed securities it has underwritten to other investors during the issue period.

Article 37　The name of the asset-backed securities shall be obviously distinct from the names of the sponsor institution， trustee institution， loan service institution and fund custodian institution.

Article 38　Asset-backed securities may be issued in full amount in a single issue or in separate issues within a limit. Where asset-backed securities are issued in separate issues， the trustee institution shall， within five working days before each issue， submit the final prospectus， rating report and all final legal documents to the People‘s Bank of China for record filing and disclose the relevant information according to the requirements of the People’s Bank of China.

Article 39　Asset-backed securities may be underwritten by agreement or tender. The underwriting institution shall be a financial institution and meet the following conditions：

（1） having a registered capital of not less than Rmb 200 million；

（2） having strong capability for bond distribution；

（3） having qualified bond market business professionals and channels for bond distribution；

（4） not having committed any act of major violation of laws or regulations in the most recent two years； and

（5） other conditions required by the People‘s Bank of China.

Article 40　Within 10 working days of the end of issue of asset-backed securities on the national inter-bank bond market， the trustee institution shall report to the People‘s Bank of China and the CBRC on the details of the issue of asset-backed securities.

Article 41　Asset-backed securities may be issued by private placement to investors. Privately placed asset-backed securities may be exempt from credit rating. Privately placed asset-backed securities may only be transferred among subscribers.

Article 42　Within two months of the end of issue of asset-backed securities on the national inter-bank bond market， the trustee institution may apply for trading of the asset-backed securities on the national inter-bank bond market in accordance with the provisions of the Examination and Verification of Trading and Circulation of Bonds on the National Inter-bank Bond Market Rules.

Article 43　The registration， custody， trading and settlement of asset-backed securities on the national inter-bank bond market shall be handled in accordance with the relevant provisions such as the Administration of Bond Transactions in the National Inter-bank Bond Market Procedures.

PART SEVEN　INFORMATION DISCLOSURE

Article 44　Trustee institutions shall disclose the information on trust property and asset-backed securities before the issue and during the term of existence of the asset-backed securities in accordance with the law. Information disclosure shall be carried out through the media designated by the People‘s Bank of China.

Trustee institutions and the relevant informed parties may not divulge the content of any information prior to the disclosure of such information.

Article 45　Trustee institutions shall ensure that the information disclosed is truthful， accurate， complete and timely and without false records， misleading representation and major omission.

Institutions that accept the appointment of a trustee institution to provide services for securitization transactions shall provide the relevant information reports to the trustee institution according to the stipulations in the relevant legal documents and guarantee that the information provided is truthful， accurate， complete and timely.

Article 46　Trustee institutions shall issue the final prospectus at least five working days before the issue of asset-backed securities.

Article 47　Trustee institutions shall remind the investment institutions at a prominent place in the prospectus that the asset-backed securities merely represent the corresponding share in the trust beneficiary right to the special-purpose trust and are not the liabilities of the sponsor institution for securitization of the credit assets， the trustee institution for the special-purpose trust or any other institution， and that the right of recourse of the investment institutions is limited to extent of the trust property.

Article 48　During the term of existence of asset-backed securities， the trustee institution shall verify the loan service report and fund custody report provided periodically by the loan service institution and fund custodian institution， disclose the trustee institution report periodically and report the information on the trust property， the payment of principals and interests of the loans， the earnings from the securities and other information stipulated by the People‘s Bank of China and the CBRC.

Article 49　Trustee institutions shall disclose all information that has substantive impact on the investment value of asset-backed securities in a timely manner.

Article 50　The annual reports of trustee institutions shall be audited by a certified public accountant， and the audit report shall be disclosed by the trustee institution.

Article 51　Prior to information disclosure， a trustee institution shall submit the relevant information disclosure documents to the National Inter-bank Lending and Borrowing Center and the China Government Securities Depository Trust and Clearing Company Ltd respectively.

The National Inter-bank Lending and Borrowing Center and the China Government Securities Depository Trust and Clearing Company Ltd. shall provide services for information disclosure of asset-backed securities， and shall report any violation of the provisions on information disclosure to the People‘s Bank of China and announce the same.

PART EIGHT　RIGHTS OF ASSET-BACKED SECURITIES HOLDERS AND THE EXERCISE THEREOF

Article 52　Asset-backed securities holders shall have the following rights according to the stipulations in the relevant legal documents：

（1） share the benefits of the trust；

（2） participate in the distribution of the trust property remaining after liquidation；

（3） transfer the asset-backed securities they hold in accordance with the law；

（4） request the convening of a general meeting of asset-backed securities holders according to the requirements of provisions；

（5） exercise voting right on the matters deliberated by the general meeting of asset-backed securities holders；

（6） inspect or copy publicly disclosed information on the trust property and the asset-backed securities； and

（7） other rights stipulated in the trust contract and the prospectus.

Article 53　The following matters shall be decided through deliberation by a general meeting of the asset-backed securities holders， and where there are clear stipulations in the trust contract， such stipulations shall prevail：

（1） replace the trustee institution for the special-purpose trust； and

（2） other matters stipulated in the trust contract.

Article 54　General meetings of asset-backed securities holders shall be convened by the trustee institution. If the trustee institution does not do so， the asset-backed securities holders have the right to convene such meeting according to the stipulations in the trust contract and report to the People‘s Bank of China for record filing.

Article 55　To convene a general meeting of asset-backed securities holders， the convener shall announce the time， location and manner of holding the meeting， the agenda of items to be deliberated， the procedures of the meeting and the method of voting， etc. at least 30 days in advance.

General meetings of asset-backed securities holders may not vote on any matter that has not been announced.

Article 56　General meetings of asset-backed securities holders may be held on site or by telecommunications methods.

Asset-backed securities holders shall be entitled to voting rights according to the stipulations in the trust contract， and may appoint a proxy to attend and vote at general meetings of asset-backed securities holders.

Article 57　Matters decided by a general meeting of asset-backed securities holders shall be submitted to the People‘s Bank of China for record filing and announced.

PART NINE　SUPPLEMENTARY PROVISIONS

Article 58　Provisions on accounting and tax treatment and change of real property mortgage registration related to securitization of credit assets shall be stipulated separately by the relevant departments of the State Council.

Article 59　Investment administrative policies on the purchase and holding of asset-backed securities shall be stipulated separately by the relevant regulatory authorities.

Article 60　These Procedures shall be implemented as of the date of promulgation.

Article 61　The People‘s Bank of China and the China Banking Regulatory Commission shall be responsible for interpreting these Procedures.

Appendix

Requirements on Preparation of Prospectus for Issue of Asset Backed Securities

1. The names and domiciles of the issuer （trustee institution）， sponsor institution， loan service institution， fund custodian institution， securities registration and custodian institution and other securitization transaction service providers.

2. A brief description of the sponsor institution and a summary of its financial status.

3. A statement on the experience and records of breach of contract of the sponso institution， trustee institution， loan service institution and fund custodian institution in previous securitization transactions.

4. The structure of the transaction and the principal rights and obligations of the parties.

5. The organizational form and powers of the general meeting of the asset-backed securities holders.

6. A statement of the relationships between the parties to the transaction.

7. The main particulars of the relevant legal documents as the trust contract， loan service contract and fund custody contract.

8. The procedure， examination and verification standards， form of guarantee and management method for grant of loans， and the procedure and method of handling loans in breach of the contract.

9. The criteria for selecting the credit assets for establishment of special-purpose trust and statistical information on such assets.

10. A list of the taxes and fees that need to be paid in connection with the cash flow of the trust property， the source of funds for the payment of various taxes and fees， and the order of priority in payment.

11. The brackets of the offered asset-backed securities， the amount of capital in each bracket， credit rating， face interest rate， forecast term and the order of priority in repayment of the principal and interest.

12. The internal and external methods of raising the creditworthiness of the asset-backed securities.

13. A summary of the credit rating report on the asset-backed securities issued by the credit rating agency and an explanation of the arrangement for ongoing follow-up ratings.

14. A summary of the legal opinion issued by a practising lawyer.

15. The optional or mandatory redemption or termination provisions， such as clearance repurchase terms.

16. An analysis of the interest rate sensitivity of each bracket of asset-backed securities， and the return rate of each bracket of asset-backed securities and the changes in their average weighted maturity under the given prepayment rate.

17. An investment risk warning.

18. An opinion on the tax arrangement for the transaction issued by a certified public accountant.

19. The information to be disclosed during the term of existence of the securities and the method of obtaining the same.

20. Other matters that the People's Bank of China specifies be included.