资产证券化业务操作规范

Search documents
债权类ABS尽调新规解读
Lian He Zi Xin· 2025-04-10 12:34
1. Report Industry Investment Rating There is no information provided regarding the report industry investment rating. 2. Core Viewpoints of the Report The "Due Diligence Rules" released in 2025 are an extension and supplement to the original rules, and are coordinated with "Guideline No. 2". The two policies complement each other, making the asset - securitization business operation more perfect and providing clearer operation guidelines for market participants. The "Due Diligence Rules" comprehensively clarify the due - diligence requirements for business participants, basic assets, cash flows, and transaction structures, strengthening risk control and reflecting the regulatory concept of "substance over form" [1][54]. 3. Summary by Relevant Catalogs 3.1 Due Diligence on Business Participants - The "Due Diligence Rules" comprehensively sort out the due - diligence requirements for business participants, with more comprehensive operating standards and content compared to "Guideline No. 2", and add verification requirements for some institutions [2]. - **Original Equity Holder**: The "Due Diligence Rules" require due - diligence verification of the basic situation of the original equity holder, and have different requirements for verifying whether it is a real - estate enterprise or an overseas entity compared to "Guideline No. 2". However, the requirements for business, credit, authorization, and hidden local - government debt are basically the same [3][5]. - **Specific Original Equity Holder**: The "Due Diligence Rules" require verification of the main business and financial status of the specific original equity holder, as well as other important matters, which are not required in "Guideline No. 2". The requirements for production and operation compliance, continuous operation ability, and credit status are basically the same [6][8]. - **Important Cash - Flow Provider**: The "Due Diligence Rules" require verification of the basic situation, relationship with the original equity holder, and historical repayment situation of the important cash - flow provider, which are not required in "Guideline No. 2". The requirements for verifying the main business, financial status, and credit status are basically the same [9][10]. - **Credit - Enhancement Institution**: The "Due Diligence Rules" basically continue the requirements of the original rules and add new content to be verified. They require verification of the basic situation, main business, and financial status of the credit - enhancement institution, which are not required in "Guideline No. 2". The requirements for verifying serious illegal and dishonest situations, business qualifications, and regulatory indicators are basically the same [12][14]. - **Asset Service Provider**: The "Due Diligence Rules" clarify the verification of the basic situation, continuous service ability, and financial leasing business management ability of the asset service provider, which are not required in "Guideline No. 2" [15][16]. - **Other Participants**: For other participants, the requirements of the "Due Diligence Rules" and "Guideline No. 2" are generally unified, with the "Due Diligence Rules" making further requirements for some verification content [17]. 3.2 Basic Assets - The "Due Diligence Rules" update and revise the original rules and combine relevant content of "Guideline No. 2", strengthening the identification and control of basic - asset risks. "Guideline No. 2" focuses on the framework - level norms of basic - asset access standards, while the "Due Diligence Rules" refine the verification procedures at the operational level [20]. - **Main Differences**: The "Due Diligence Rules" add due - diligence requirements for the sampling of revolving - purchase basic assets, emphasize that underlying assets and cash flows should not be involved in litigation, add requirements for verifying the background and history of related - party transactions, and add the statistical requirements for the top 20 basic assets with the largest unpaid principal - balance ratio. They also add new points of attention for financial leasing assets and emphasize the verification of basic - asset dispersion [21][26][27]. - **Consistency Requirements**: The general due - diligence requirements for basic assets in the "Due Diligence Rules" are basically the same as those in "Guideline No. 2", requiring real transaction backgrounds, no fictional or controversial assets, and compliance with laws, regulations, and regulatory negative lists [38]. 3.3 Cash Flows - The due - diligence requirements for cash flows in the "Due Diligence Rules" are basically the same as those in "Guideline No. 2", with clearer requirements for the entire process from prediction to collection, transfer, and distribution [39]. - **Cash - Flow Source and Prediction**: The "Due Diligence Rules" require verification of the source of cash flows, and the parameters and indicators for cash - flow prediction are consistent with those in "Guideline No. 2". If there are significant changes in cash - flow prediction, the reasons need to be analyzed [41]. - **Cash - Flow Collection and Revolving Purchase**: The requirements for cash - flow collection and revolving - purchase in the "Due Diligence Rules" are similar to those in "Guideline No. 2", aiming to reduce the risk of fund commingling and misappropriation. For small - loan claims, the risk of fund commingling in the collection process needs to be verified [44]. - **Cash - Flow Payment Mechanism**: The "Due Diligence Rules" continue the due - diligence requirements for the cash - flow payment mechanism in "Guideline No. 2", requiring verification of the cash - flow distribution process, order, and amount or ratio distributed to investors. Exchange - rate and cross - border regulatory risks need to be considered for foreign - currency settlement [47]. 3.4 Transaction Structures - **Main Differences**: The "Due Diligence Rules" clarify the verification points for guarantee contracts, guarantee letters, collateral, and overseas credit enhancement, providing a more practical compliance framework for intermediary institutions [51]. - **Consistency Requirements**: The requirements for term - scale matching, risk retention, revolving - purchase mechanism, investor - protection mechanism, and qualified investment in the "Due Diligence Rules" are basically the same as those in "Guideline No. 2" [53].