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

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　　Article 20　If the qualifications as trustee institution of a trustee institution have been revoked or the trustee institution is dissolved according to law， shut down according to law or declared bankrupt according to law， an interim trustee institution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 pro

perty；

　　（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 cu

stodian 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 commi

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