Provisions for the Administration of the Asset Securitisation Business of Securities Companies

(Promulgated by the China Securities Regulatory Commission on, and effective as of, March 15 2013.)

CSRC Announcement [2013] No.16

Part One: General provisions

Article 1: These Provisions have been formulated pursuant to the Securities Law, the Regulations for the Oversight of Securities Companies and other relevant laws and administrative regulations in order to regulate the asset securitisation business activities of securities companies and safeguard the lawful rights and interests of investors.

Article 2: For the purposes of these Provisions, the term “asset securitisation business” means the business activity wherein the cash flow generated by specific underlying assets or an asset portfolio is used as support for repayment, credit enhancement is achieved through structurisation and on which basis asset-backed securities are offered.

These Provisions shall govern the establishment of special purpose vehicles by securities companies for carrying on the asset securitisation business.

For the purposes of the preceding paragraph, the term “special purpose vehicle” means a dedicated asset management plan (an AMP) or other China Securities Regulatory Commission (the CSRC) recognised special purpose vehicle specifically established by a securities company to carry on the asset securitisation business.

Article 3: The property derived from the management, application, disposal or otherwise of the assets of an AMP shall be incorporated into the assets of the AMP. The expenses paid in handling AMP matters and debts owed to third parties shall be borne from the assets of the AMP.

The assets of an AMP shall be separate from the assets of the original beneficiaries, the manager, the custodian and other participants in the business.

If an original beneficiary, the manager, the custodian or other participant in the business is liquidated due to its being dissolved in accordance with the law, closed down in accordance with the law, declared bankrupt or for other such reason, the AMP assets shall not constitute part of its property subject to liquidation.

Article 4: The claims arising in connection with the management, application and disposal of the AMP assets by the manager may not be set off against the debts arising in connection with the assets of an original beneficiary, the manager, custodian, asset-backed securities investors or other participant in the business. The claims and debts arising in connection with the management, application and disposal by the manager of the assets of different AMPs may not be set off against each other.

Article 5: The assets of an AMP shall be kept in the custody of a commercial bank with the appropriate business qualifications, China Securities Depository and Clearing Corporation Limited, a securities company with custody business qualifications or other CSRC recognised asset custody institution.

Article 6: Asset-backed securities may, in accordance with provisions, be transferred on a stock exchange, the quotation and transfer system of the Securities Association of China, the over-the-counter market of securities companies or other CSRC recognised exchange.

Article 7: To offer asset-backed securities through the establishment of an AMP, a securities company shall submit an application to, and obtain the approval of, the CSRC.

The CSRC shall render its written decision on whether to grant or withhold its approval of an application within two months from the date of acceptance of such application.