(Yin Bao Jianfa [2020] 12No.)
All banking insurance regulatory bureaus, policy banks, large banks, joint-stock banks, foreign-funded banks, insurance group (holding) companies, insurance companies and banking financial management registration and custody centers:
In order to promote the healthy development of market-oriented debt-to-equity swaps, standardize the asset management business of financial asset investment companies, and protect the legitimate rights and interests of investors according to law, according to the Opinions of the State Council on actively and steadily reducing the leverage ratio of enterprises (Guo Fa [2016] No.54) and the Guiding Opinions on Standardizing the Asset Management Business of Financial Institutions (Yinfa [2018]1.
I. General requirements
(1) A financial asset investment company's asset management business refers to accepting the entrustment of investors, setting up a debt-to-equity swap investment plan and acting as the manager, and managing the entrusted investors' property in accordance with laws and regulations and the agreement in the debt-to-equity swap investment plan contract. The debt-to-equity swap investment plan should mainly invest in market-oriented debt-to-equity swap assets, including creditor's rights, convertible bonds, special debt-to-equity swap bonds, common stocks, preferred stocks, debt-to-equity swaps and other assets.
(2) When conducting asset management business, a financial asset investment company shall follow the principles of calculable costs, controllable risks and full disclosure of information, perform its duties in good faith, and pay the investors income according to the agreed conditions and actual investment income, without guaranteeing the principal payment and income level, and the investors shall bear the investment risks and obtain income.
(3) The property of the debt-to-equity swap investment plan is independent of the manager's and custodian's own assets, and the property of the debt-to-equity swap investment plan obtained due to management, use, disposition or other circumstances is classified as the property of the debt-to-equity swap investment plan. Where the manager of the debt-to-equity swap investment plan and the custodian institution are liquidated due to dissolution, cancellation or bankruptcy according to law, the assets of the debt-to-equity swap investment plan do not belong to their liquidation assets. The creditor's rights arising from the manager's management, use and disposal of the assets of the debt-to-equity swap investment plan shall not be offset against the self-owned debts of the manager and the custodian institution; Creditor's rights and debts arising from the manager's management, use and disposal of different debt-to-equity swap investment plans shall not offset each other.
(4) The debt-to-equity swap investment plan of a financial asset investment company may apply for registration as a shareholder of the target company for debt-to-equity swap according to law.
(5) The China Banking Regulatory Commission and its dispatched offices shall supervise and manage the asset management business activities of financial asset investment companies according to law.
Second, raise funds.
(6) A financial asset investment company shall issue a debt-to-equity swap investment plan to qualified investors in a non-public manner, and strengthen the management of investors' appropriateness. Qualified investors refer to natural persons, legal persons or other organizations that have the ability to identify risks and bear risks and meet the following conditions:
1. has more than 4 years of investment experience and meets one of the following conditions: the family financial net assets are not less than 5 million yuan, or the family financial assets are not less than 8 million yuan, or my average annual income in recent 3 years is not less than 600,000 yuan.
2. A legal entity with a net asset of not less than 20 million yuan at the end of the recent period/kloc-0.
3. Other circumstances identified by China Banking Regulatory Commission as qualified investors.
The amount of a single debt-to-equity swap investment plan of a qualified investor shall not be less than RMB 3 million. A financial asset investment company shall regularly assess the risk tolerance of investors through the official channels of the financial asset investment company or other channels recognized by the China Banking Regulatory Commission.
In the debt-to-equity swap investment plan subscribed by natural person investors, the bad debts of banks shall not be taken as the investment target.
(7) A financial asset investment company may sell the debt-to-equity swap investment plan on its own, or entrust commercial banks and other institutions recognized by the China Banking Regulatory Commission to sell or promote the debt-to-equity swap investment plan.
Commercial banks should do a good job in due diligence, risk isolation and investor suitability management in strict accordance with the requirements of the Notice of China Banking Regulatory Commission on Regulating the Agency Business of Commercial Banks (No.2016).
(8) Financial asset management companies, insurance asset management institutions, state-owned capital investment and operation companies and other market-oriented debt-to-equity swap implementation institutions, as well as relevant institutions that meet the requirements of the Notice on Encouraging Relevant Institutions to Participate in Market-oriented Debt-to-Equity Swap (No.20181442), can invest in debt-to-equity swap investment plans with their own funds and legally raised or managed funds on the premise of compliance with laws and regulations.
A financial asset investment company may use its own funds, legally raised or managed funds specially used for market-oriented debt-to-equity swap to invest in the debt-to-equity swap investment plan of the company or other financial asset investment companies as managers, but may not use the funds entrusted for management to invest in the debt-to-equity swap investment plan of the company.
Insurance funds and pensions can be invested in the debt-to-equity swap investment plan according to law.
Other investors can use their own funds to invest in the debt-to-equity swap investment plan.
(IX) Investors can transfer their share of the debt-to-equity swap investment plan to qualified investors through the banking financial management registration and custody center (hereinafter referred to as the registration institution) recognized by the China Banking Regulatory Commission and other places and ways, and handle the change registration of the holder's share according to regulations. After the transfer, the total number of qualified investors holding the share of the debt-to-equity swap investment plan shall not exceed 200.
A financial asset investment company shall, before transferring the share of the debt-to-equity swap investment plan, conduct a compliance review of the transferee's qualification as a qualified investor and the number of investors in the debt-to-equity swap investment plan.
No unit or individual may break through the standard of qualified investors or the limit of 200 people in disguise by splitting the share of the debt-to-equity swap investment plan.
Third, investment and operation.
(ten) the debt-to-equity swap investment plan can invest in a single market-oriented debt-to-equity swap assets or in the form of asset portfolio. In portfolio investment, the market-oriented debt-to-equity swap assets are not less than 60% of the net assets of the debt-to-equity swap investment plan in principle.
Other assets that can be invested in the debt-to-equity swap investment plan include contractual deposits (including certificates of deposit) and standardized debt assets.
(eleven) the debt-to-equity swap investment plan is a closed product, and investors may not subscribe or redeem the product from the date of establishment to the date of termination. Where the debt-to-equity swap investment plan directly or indirectly invests in non-standardized debt assets, the termination date of the non-standardized debt assets shall not be later than the product maturity date. If the debt-to-equity swap investment plan directly or indirectly invests in the equity and income rights of unlisted enterprises, the withdrawal date of the equity and income rights of unlisted enterprises shall not be later than the product expiration date.
(12) In principle, the debt-to-equity investment plan should be an equity product or a mixed product, which can be classified into shares, and the classification ratio (priority share/sub-share, with the intermediate share included in the priority share) is set according to the risk degree of the invested assets. The grading ratio of equity products shall not exceed 1: 1, and the grading ratio of mixed products shall not exceed 2: 1. The graded debt-to-equity swap investment plan shall not directly or indirectly provide capital preservation and income protection arrangements for priority share subscribers.
A financial asset investment company shall independently manage the graded debt-to-equity swap investment plan and shall not entrust it to inferior investors.
(thirteen) the total assets of the debt-to-equity swap investment plan shall not exceed 200% of the net assets of the product. The total assets of the graded debt-to-equity swap investment plan shall not exceed 140% of the net assets of the product.
When calculating the total assets of the debt-to-equity swap investment plan, a financial asset investment company shall calculate the basic assets invested in the debt-to-equity swap investment plan according to the breakthrough principle. If the debt-to-equity swap investment plan invests in asset management products, the basic assets shall be calculated according to the proportion of holding asset management products.
Fourth, registration and custody.
(fourteen) a financial asset investment company shall centrally register the debt-to-equity swap investment plan in the registration institution. A financial asset investment company may not issue a debt-to-equity swap investment plan that has not been registered by the registration authority.
(15) When issuing a debt-to-equity swap investment plan, a financial asset investment company shall stipulate in the relevant legal documents the terms for investors to entrust the financial asset investment company to open a holder's account in the registration institution and handle the product share registration.
(sixteen) investors should submit true, accurate and complete account opening information to the financial asset investment company, which will submit the account opening information to the registration authority after verification. The registration institution shall set a unique account number for each holder's account, issue an account opening notice, and record the share and changes of each investor's debt-to-equity swap investment plan through the holder's account.
(seventeen) the debt-to-equity swap investment plan established by a financial asset investment company shall be managed by commercial banks, registration institutions and other institutions with relevant custody qualifications.
Verb (abbreviation of verb) information disclosure and submission
(18) A financial asset investment company shall, in the product contract of debt-to-equity swap investment plan, agree with investors on the way, content and frequency of information disclosure, voluntarily, truthfully, accurately, completely and timely disclose product issuance information, capital investment, leverage level, income distribution, custody arrangement, investment account information and major investment risks, and disclose important information such as product net value to investors at least quarterly. Financial asset investment companies shall disclose product information through China Wealth Management Network and other means agreed with investors.
(nineteen) financial asset investment companies and registration agencies shall submit the product information of debt-to-equity swap investment plan to the relevant departments as required. The registration institution shall report the contents, quality and operation of the registration system of debt-to-equity swap investment plan to the China Banking Regulatory Commission every month.
Other matters of intransitive verbs
(20) See the Annex for the basic requirements for the registration of debt-to-equity swap investment plans. The debt-to-equity swap investment plan established before the promulgation of this notice shall be re-registered within 60 days from the date of promulgation and implementation of this notice.
(twenty-one) a financial asset investment company shall, in addition to the matters involved in this notice, abide by the relevant provisions of the Guiding Opinions on Regulating the Asset Management Business of Financial Institutions.