张乐飞：基础设施公募 REITs 交易融资模式解析

Core Viewpoint - Infrastructure public REITs represent an innovative financial tool that provides new financing pathways for the infrastructure sector, enhancing resource allocation efficiency and promoting sustainable development in the industry [1][2][17]. Participants and Their Roles - Investors: Comprising various institutional and individual investors, they participate in infrastructure public REITs by holding fund shares, providing financial support for projects, and sharing in the returns [3]. - Original Rights Holders: Typically the previous owners or operators of infrastructure projects, they sell ownership or revenue rights to recoup funds for new infrastructure projects or debt repayment [3]. - Public Funds: Serving as the core vehicle for infrastructure public REITs, public funds hold 100% of asset-backed securities (ABS), pooling investor funds to invest in infrastructure ABS for centralized management [3]. - Asset-Backed Securities (ABS): Established by special plan managers, ABS hold the equity and debt of infrastructure project companies, packaging the underlying assets into securities for public funds [4]. - Infrastructure Project Companies: These entities own and operate the infrastructure projects, transferring assets or rights to ABS for funding support while managing daily operations [4]. - Fund Custodians: Responsible for the safe custody of public fund assets and supervising fund managers to ensure compliance and security of funds [4]. - Fund Managers: They handle daily management of public funds, including investment decisions and client services, requiring professional investment management skills [4]. - ABS Managers: They oversee the establishment, issuance, and management of ABS, ensuring compliance and protecting investor interests [5]. - Financial Advisors (Securities Firms): Conduct due diligence on infrastructure projects and assist in issuance, pricing, and allocation, ensuring smooth issuance and fair pricing of REITs [6]. - Operational Management Institutions: Provide operational management services for infrastructure projects, enhancing operational efficiency and revenue levels [7]. Transaction Structure and Operation Process - Asset Restructuring and ABS Establishment: Original rights holders inject infrastructure project assets into project companies, and special plan managers establish ABS to acquire equity and debt, marking the first step in asset securitization [8]. - Public Fund Establishment and Investment: Fund managers create public funds, and investors subscribe to fund shares, with the funds fully invested in ABS, creating a closed-loop operation of capital [9]. - Revenue Distribution: Revenue generated from infrastructure projects, such as rental and operational income, is distributed to public funds after deducting relevant fees, based on investors' shareholdings [10]. - Operational Management: Operational management institutions ensure the normal operation of projects and stable revenue, while fund managers and ABS managers supervise and manage the projects to protect investor interests [11]. Advantages of the Model - Activating Existing Assets: Infrastructure public REITs convert existing infrastructure assets into tradable financial products, allowing original rights holders to recoup funds and enhance asset liquidity [12]. - Reducing Financing Costs: By utilizing securitization for financing, infrastructure projects can attract social capital, broadening the investor base and reducing reliance on traditional debt financing, thus lowering costs [13]. - Diversifying Investment Risks: Investors can indirectly invest in multiple infrastructure projects through public fund shares, achieving risk diversification, as infrastructure projects typically offer stable cash flows and lower volatility [14]. - Promoting Infrastructure Development: Infrastructure public REITs provide new financing channels for infrastructure construction, addressing funding bottlenecks and fostering sustainable industry growth while improving public service levels [15].