信贷资产证券化试点管理办法 Administration of Pilot Projects for Securitization of Credit Assets Procedures

（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 i

ncome 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

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