Summary:

Shenzhen Stock Exchange Financial Leasing Debt Assets Support Securities Information Disclosure Guide Chapter I General Provisions

The first one is to standardize the development of the financial leasing credit asset securitization business, which facilitates the management and the original equity holders and other participating institutions to conduct business and strengthen risk management, protect the legitimate rights and interests of investors, and promote the healthy development of the asset securitization business, according to the "Securities Company and Fund Management Company Subsidiary Asset Securitization Business Management Regulations (CSRC Announcement [2014] No. 49, hereinafter referred to as “Administrative Provisions”), and “Guidelines for Information Disclosure of Assets Securitization Business of Securities Companies and Fund Management Companies” ( The China Securities Regulatory Commission Announcement [2014] No. 49, hereinafter referred to as "the "Information Disclosure Guidelines"), "Shenzhen Stock Exchange Asset Securitization Business Guidelines (2014 Revision)" (Shenzhen Securities Association [2014] No. 130, hereinafter referred to as "" This guide is developed in accordance with relevant regulations such as the Business Guide.

Article 2 The term “finance lease creditor asset-backed securities” as used in these Guides refers to securities companies and fund management company subsidiaries as managers, and through the establishment of asset support special plan (hereinafter referred to as “special plan”) to carry out asset securitization business to finance A leased claim is an asset-backed security issued by a base asset or a source of cash flow from a base asset.

The term “financial lease claims” as used in this Guide refers to the rental claims, collateral security interests (if any) and other rights (if any) enjoyed by the financial leasing company against the debtor (lessee) under the finance lease contract.

Article 3 This Guide is applicable to the special requirements for information disclosure of financial leasing and debt-backed asset-backed securities on the Shenzhen Stock Exchange (hereinafter referred to as “the Exchange”).

Article 4 Managers and other information disclosure obligors shall perform information disclosure obligations in accordance with the “Administrative Regulations”, “Information Disclosure Guidelines”, “Business Guidelines” and the provisions of these Guidelines and the specifications of the plan, and disclose the possible support for assets in a timely and fair manner. Securities have a material impact on the information and guarantee that the information disclosed is true, accurate and complete, and must not contain false records, misleading statements or major omissions.

Other information disclosure obligors referred to in this Guide include, but are not limited to, custodians, law firms, accounting firms, credit rating agencies, asset service agencies, cash flow forecasting agencies, and asset valuation agencies.

Article 5 The original rights holders and other service agencies other than the administrator shall, in accordance with the contract, provide relevant information to the administrator in a timely manner and ensure that the information provided is true, accurate and complete.

Other service organizations referred to in this guide include, but are not limited to, asset service agencies, custodians, credit enhancement agencies, law firms, accounting firms, credit rating agencies, cash flow forecasting agencies, liquidity support institutions, and sales organizations.

Article 6 Where asset-backed securities are listed for transfer in the Stock Exchange, the administrator and other information disclosure obligors shall disclose the information to qualified investors through the designated website or other means approved by the Exchange within the specified time.

Article 7 Managers, other information disclosure obligors, other service agencies and registered custodians and other relevant insiders shall not disclose the information to be disclosed before the information is disclosed.

Chapter II Information Disclosure in the Issuance Section

Article 8 Where a special plan uses financial leasing credits as the underlying assets, the plan specification shall be prepared and disclosed in accordance with the general requirements of asset-backed securities. It shall also disclose in detail the basic asset pool, transaction structure, cash flow forecast and stress test, and cash flow. Sets, original rights holders, credit enhancement methods, credit enhancement entities (if any) and risk retention, including but not limited to the following:

(1) Standards for the entry of basic assets into the pool and procedures for creation.

(2) Basic information of the basic asset pool, including but not limited to the proportion of the leased business form (direct lease, sale and leaseback, etc.), the description of the leased property, the payment of the original equity owner when acquiring the leased property, and the leased property Delivery status, leasing property insurance, debtor industry and regional distribution, credit rating of pool assets (if any), distribution of outstanding principal balance, distribution of remaining maturity, interest rate and interest-bearing method, rent repayment method and distribution, down payment Proportional distribution (if any), guarantor, form of guarantee and collateral/guarantee ratio of debt coverage (if any), margin collection and management, number and concentration of debtors, status of important debtors, number and amount of related transactions, and The proportion, the related party's situation, the risks related to related party transactions and the risk mitigation measures, etc., and the above information of the 20 basic assets with the largest proportion of the outstanding principal balance of the underlying assets are disclosed in the attached list of plan instructions.

In the lease contract involving the underlying assets, there is a floating interest rate method. The manager needs to disclose relevant information such as the relationship between the floating method of the interest rates and the benchmark interest rate, and whether the interest rate fluctuation will increase the excess spread of the special plan. The way it has an impact.

The relevant provisions of the basic assets involved in early lease releasing, including but not limited to the conditions for early lease releasing, whether the early lease withdrawal can reduce the lease interest and related expenses.

(3) In the case of pool financing lease credits and the mortgage or pledge corresponding to the leased property, or other rights restrictions, if there is a guarantee burden or other rights restrictions, it shall also disclose the relevant arrangements for the cancellation of the aforementioned guarantee burden or rights restriction, and fund monitoring. Whether the measures, risk disposal arrangements, and the transfer of the underlying assets to the special plan have legally and effectively relieved the guarantee burden or rights restrictions.

(4) The specific circumstances of the rights improvement measures, including but not limited to the triggering conditions, the specific content and process of the improvement measures.

(5) Disposal mechanism of unqualified basic assets, including but not limited to the triggering conditions of the disposal mechanism, the disposal process, the information disclosure requirements and the analysis of the responsibility of the obligor.

(6) The dispersion of the basic asset pool and whether it meets the minimum dispersion requirement. If it is exempt from the minimum dispersion requirement in accordance with relevant regulations, the reasons and rationality of the higher concentration of the basic asset pool should be disclosed, and the resulting risk situation And related risk mitigation measures.

(7) The main business, financial data, credit status, solvency and credit rating (if any) of the important debtors corresponding to the basic asset pool. The important debtor refers to the situation where the single debtor's outstanding principal amount accounts for more than 15%, or the debtor and its related parties' total outstanding principal amount accounts for more than 20%.

If the amount of the outstanding debtor is not met but the amount of the single outstanding principal is relatively large, the manager shall, in conjunction with the impact on the cash flow of the special plan, disclose the necessary information about the debtor’s operating status and financial status, and disclose the relevant due diligence procedures. , scope and methods.

(8) The circumstances (if any) of the relevant intermediaries adopting the sample survey method, including but not limited to the sampling method, the rationality of the sampling standard setting, and the representativeness of the sample taken.

(9) Cash flow forecasting hypothesis factors, forecasting methods and forecasting conclusions, and combining the historical data of the underlying assets to explain the rationality of the forecasting methods and related indicators.

(10) The assumptions, pressure factors and the default rate of the cash flow stress test.

(11) The frequency, path and fund supervision measures for the cash flow of the underlying assets, including but not limited to the setting of the special plan account, the cash flow from the generation to the allocation of the time to the investor, and the time node arrangement between the accounts. If the cash flow is not directly returned to the special plan account, it shall also disclose the reasonableness of the transfer arrangement, the risk prevention mechanism for mismatching and misappropriation, and the continuous inspection mechanism for setting risks against mixing and misappropriation during the period of asset-backed securities. Reveal risks such as fund conflation and misappropriation, and disclose the set of risk mitigation measures.

(12) The specific circumstances of the credit enhancement measures or arrangements (if any) and their legality and validity, if the credit information institution is the original equity holder and its related party or important debtor, the administrator shall have targeted enhancements to the relevant subjects. The disclosure of financial information, combined with the risk correlation, reveals in detail the impact of the above situation on the effect of credit enhancement and fully reveals the risks.

(13) Provide credit support for the repayment of the financial leasing credits of the pool or provide basic support for the main body (if any) of the credit support arrangement, balance compensation, guarantee, etc., financial data, solvency and credit status And an analysis of the effectiveness of its credit enhancement.

(14) The development of the financial leasing business of the original equity holders. Including but not limited to the main business profile, time of business development, business model, tenant concentration, industry distribution, time distribution, stability of profit and cash flow, source of funds for business development, scale of risk assets, existing liabilities, The contingent liabilities and other circumstances, as well as the definition, specific calculation methods and relevant historical data of the extension, early payment, overdue, default and post-default recovery of the financial leasing business since the exhibition industry.

(15) Risk control system related to the original equity owner and the financial leasing business. Including but not limited to risk classification management system, tenant credit evaluation system, ex post recovery and disposal system, risk early warning mechanism, risk reserve accrual and risk assets as a percentage of net assets. Among them, the risk classification management system should disclose its classification management standards, definitions, and methods.

(16) Special verification of the record of loss of trust, including but not limited to whether the original righteous person has committed serious violations of law and trust in the past two years, whether there is a person identified by the competent authority as a breach of trust, a business unit of dishonesty or other untrustworthy unit, and Suspension or restriction of financing; whether the important debtor (if any) has committed serious breach of law and trust in the past two years, and the authorized department is deemed to be the untrustworthy enforcer, the party involved in the major tax violation or the serious financial untrustworthy person. Whether the above matters affect the clear verification opinions of the original equity holders for financing or the solvency of important debtors.

(17) Business management capabilities related to financial leasing of asset service institutions, including but not limited to the management of funds for recycling rents, the management of subsidiary security interests and other rights (if any), and the tracking and evaluation of lease projects.

(18) If the original equity holders are self-retained, if they are exempt from risk, the manager should fully disclose the reasons and rationality of the risk-free retention and reveal the relevant risks.

(19) Relevant arrangements for qualified investment (if any), including but not limited to investment scope, account arrangement, credit of investment target, market and liquidity, and related risks and preventive measures.

Article 9 The special plan shall be issued by the law firm to express professional opinions on the relevant legal matters of the special plan, and disclose legal opinions to qualified investors. The legal opinions shall be compiled and disclosed in accordance with the general requirements of asset-backed securities, and shall also include The following:

(1) The specific scope and legal basis for the definition of basic assets.

(2) The basic assets involve the legal validity of the transaction contract, the lessor's performance of the contractual obligations, the seller's delivery and transfer of the ownership of the leased property, the financing lease contract rental payment conditions and the lessee's defense of the rent payment obligations and Offset situation.

(3) The legal validity of the transfer of the underlying assets, including but not limited to the transfer notice arrangement and transfer registration of the finance lease credit, the transfer and transfer arrangement of the subsidiary security interest and other rights (if any), and the transfer arrangement of the leased property (eg There are) and so on.

(4) The underlying assets involve the background authenticity of the related party transactions (if any) and the fairness of the transaction consideration.

(5) The bankruptcy isolation effect between the underlying assets and the original equity holders.

(6) The internal authorization of the relevant parties such as the original equity holder and the credit enhancement entity (if any).

(7) The specific circumstances and legality of the credit enhancement measures or arrangements (if any).

(8) Special verification of the record of loss of trust, including but not limited to whether the original righteous person has committed serious violations of law and trust in the past two years, whether there is a person who has been identified as a breach of trust by the authorized department, a business unit of dishonesty or other untrustworthy unit, and is Suspension or restriction of financing; whether the important debtor (if any) has been seriously deprived of dishonesty in the past two years, and has been identified by the competent authority as a breach of trustee, a party to a major tax violation, or a financially untrustworthy person; Whether the above matters affect the clear verification opinions of the original equity holders for financing or the solvency of important debtors.

(9) The specific content of the sample survey method (if any), including but not limited to sampling methods and sampling standard settings.

Article 10 The credit rating report (if any) shall be issued by a credit rating agency with the qualification of the securities market credit rating business approved by the China Securities Regulatory Commission. The rating report shall be compiled and disclosed in accordance with the general requirements of asset-backed securities, and shall also include the following contents. :

(1) The special plan involves the analysis of the effect of credit enhancement.

(ii) Shadow distribution of the underlying assets (if any) and weighted shadow ratings (if any).

(3) Risk analysis of cash flow collection paths, regulatory measures, and conflation and misappropriation.

(4) Assumptions of the cash flow stress test, pressure factors, and pressure test results under various pressure conditions.

Article 11 Cash flow forecasting institutions (if any) and asset appraisal institutions (if any) shall prepare cash flow forecast reports and asset appraisal reports in accordance with relevant rules and regulations.

The cash flow forecast report should disclose the assumptions, forecasting methods, and forecasting conclusions of the underlying asset cash flow forecasting, and explain the rationality of the forecasting method and related indicator setting in combination with the historical data of the underlying assets.

Chapter III Information Disclosure during Survival

Article 12 The annual asset management report shall include the following contents in addition to the preparation and disclosure in accordance with the information disclosure rules of asset-backed securities:

(1) The operation of the basic assets, including but not limited to: the early performance of the pooled assets, overdue, default, and bad performance, the actual cash flow of the underlying assets in each forecast period and the comparison with the forecast, the collection of financing leases , transfer situation, changes in the value of leased property, cash flow conflation and misappropriation of risk prevention implementation, as well as disputes, disputes, litigation, arbitration, insurance compensation related to basic assets.

(II) The shareholding structure, corporate governance, operation, financial status, credit status and related major changes of specific original rights holders and credit information institutions during the reporting period.

(3) Triggering and enforcement of relevant investor protection clauses such as unqualified basic assets disposal, rights improvement incidents, and credit enhancement measures (if any).

(4) The income of the original equity holders and the distribution of income during the period of the secondary asset-backed securities.

Article 13 During the period of the existence of asset-backed securities, major events as stipulated in Article 19 of the “Guidelines for Information Disclosure” and the following major events that may affect the cash flow of the underlying assets and the principal and interest payments of the asset-backed securities, etc., shall be relevant to the information disclosure obligor. Temporary information disclosure in a timely manner within two trading days after the event or event:

(1) Significant changes in the operating conditions of important debtors may affect the interests of asset-backed securities investors.

(2) The credit status of the basic asset pool has undergone significant adverse changes, such as the occurrence of default rates such as default rate and overdue rate, which may affect the inflow of cash flow from the underlying assets.

(3) Triggering rights