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

tted 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 Se

curities 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 summar

y 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

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