Asset securitization is a financing form of issuing tradable securities with the support of specific asset portfolio or specific cash flow. The following are the successful cases of asset securitization that I have compiled for you. Welcome to read!

Brief introduction of asset securitization:

Asset securitization is a financing form of issuing tradable securities with the support of specific asset portfolio or specific cash flow. Traditional securities issuance is based on enterprises, while asset securitization is based on a specific asset pool.

Securities based on asset pool issued in the process of asset securitization are called securitization products.

Asset securitization * * * Asset-backed securitization * * refers to the act of converting illiquid assets into securities that can be freely traded in the financial market, making them liquid.

Assets refer to anything with commercial or exchange value owned by any company, institution or individual. There are many classifications of assets, such as current assets, fixed assets, tangible assets, intangible assets and real estate. [3]

Generalized definition

Asset Securitization In a broad sense, asset securitization refers to an asset operation mode in which assets or asset combinations appear in the form of securities assets, including the following four categories:

1. Securitization of physical assets: that is, the transformation of physical assets into securities assets is a process of issuing securities and listing them on the basis of physical assets and intangible assets.

2. Securitization of credit assets: reorganize a group of credit assets with poor liquidity such as bank loans and enterprise accounts receivable to form an asset pool, so that the cash flow income generated by this group of assets is relatively stable and is expected to remain stable in the future, and provide corresponding credit guarantees. On this basis, the income right of the future cash flow generated by this group of assets will be converted into high-credit bond securities that can be issued in the financial market.

3. Securitization of securities assets: that is, the re-securitization process of securities assets, that is, securities or portfolio of securities are used as the basic assets, and then securities are issued based on the cash flow generated by them or variables related to cash flow.

4. Securitization of cash assets: refers to the process that cash holders convert cash into securities through investment.

narrow sense

In a narrow sense, asset securitization refers to credit asset securitization. According to the different types of securitization assets, credit asset securitization can be divided into housing mortgage securitization, MBS securitization, asset-backed securitization and ABS securitization.

Successful case of asset securitization 1:

At present, China has made some explorations in the field of commercial real estate * * * special reading * * * asset securitization * * * *. In the existing cases, it can be roughly divided into three categories:

First, standard REITs, such as Kaiyuan REITs and Chunquan REITs, are listed in Hong Kong;

Second, quasi-REITs, represented by CITIC's special asset management plan and the case of Gaohe Capital China Enterprise Building;

Third, other assets are securitized through special asset management plans, such as the special asset management plan for ticket revenue of Happy Valley Theme Park and the special asset management plan for Hai Yin shares. For example, Kaiyuan REITs and Chunquan REITs are listed in Hong Kong through REITs based on domestic hotels and office buildings.

Kaiyuan REITIT was listed in Hong Kong in July 20 13, and its basic assets are four five-star hotels and 1 four-star hotels under Zhejiang Kaiyuan Group. The actual issue price of 25% of the fund shares is 3. HK$ 5, raised funds 6. 7.5 billion Hong Kong dollars, with an expected rate of return of 7. 8%, guaranteed by Kaiyuan Group. If the expected rate of return is not reached, Kaiyuan Group will make up for it. From the perspective of investor structure, the proportion of public holders is 32. 42%, Carlyle 28. 39%, Haofeng International 39. 20%。

Chunquan REITs 201311are sold in Hong Kong, managed by Chunquan Asset Management Co., Ltd., and based on two office buildings and underground parking spaces in Beijing Huamao Center, the sale price is 3 per unit fund share. HK$ 865,438+0, and the scale of funds raised is 65,438+06. 7.4 billion Hong Kong dollars, with an estimated annualized rate of return of 4. 94%-5。 23%。

2. Quasi-real estate investment trust fund

Typical cases include Gaohe Capital's China Enterprise Building case and CITIC Qi Hang Asset Management Plan, which are very close to private equity REITs in some operational links.

The case of China Enterprise Building of Gaohe Capital. China Enterprise Building is an old office building located on Nanjing West Road. Gaohe Capital raises funds from high-net-worth individuals by private placement, with a threshold of more than 30 million yuan, and also uses high financial leverage. The total investment of China Enterprise Building is about 900 million yuan, and the capital structure is 3: 2: 1, that is, 3 bank M&A loans and 2 mezzanine financing of trust companies. 1 refers to the inferior level held by Gaohe. After the acquisition of China Enterprise Building, the whole project was transformed, the tenants were changed, the quality was improved, and international property management companies were introduced, making the project a scarce boutique office building on Nanjing West Road.

Since REITs cannot be launched in China, how to strike a balance between the liquidity of real estate and the integrity of the overall value of real estate is a big problem for the commercial real estate industry. Gaohe Capital ensures the integrity of its own operation and management through in-depth asset management, including setting investor threshold, unified property management, unified leasing, liquidity support and a series of asset management services that can last for 65,438+00 years. At the same time, by selling the whole floor to private investors, property rights can flow freely. On the one hand, this ensures the return of funds, on the other hand, it also maintains the integrity and quality of property operation. This exploration is actually an arrangement of private equity REITs and a beneficial exploration of standard REITs.

CITIC Sailing Special Asset Management Plan. 2065438+June 2004, CITIC's special asset management plan was established. The manager is CITIC Jinshi Fund Management Co., Ltd., and the basic assets are the properties on floors 2-22 of Beijing CITIC Securities Building and 4-22 of Shenzhen CITIC Securities Building and the corresponding land use rights. Financing scale. 1 100 million yuan, in which the priority order is 36. 500 million yuan each time 15. 600 million yuan, the ratio is 7: 3. The priority share gains basic income during its existence, and gains 65,438+00% capital appreciation when it exits; The residual income after obtaining the basic income that meets the priority share during the duration of the secondary share is 90% of the capital appreciation at the time of withdrawal. The priority level reaches AAA. The term does not exceed 5 years, and the investors are all institutional investors. Citic Qihang's special asset management plan has achieved a very important breakthrough in improving liquidity through listing and trading on Shenzhen Stock Exchange.

3, special asset management plan

At present, special asset management plan is a feasible way to realize enterprise asset securitization. For example, the special asset management plan for ticket revenue of Happy Valley Theme Park and the special asset management plan for Hai Yin shares.

Happy Valley Theme Park Pass Special Asset Management Plan. The special asset management plan of Happy Valley Theme Park Admission Card was issued in October1February,1year1October. The manager is CITIC Securities, and the total fundraising scale is 18. 500 million yuan, of which the scale of priority beneficiary certificate is 17. 500 million yuan, and the scale of AAA secondary beneficiary certificate is 1. 100 million yuan, fully subscribed by OCT A, with a term not exceeding 5 years. OCT Group Corporation, the parent company of OCT A, provides irrevocable joint liability guarantee for the asset management plan.

Hai Yin stock special asset management plan. In August of 20 14, Guangdong Hai Yin group set up a special asset management plan based on the operating income right of its 15 commercial property, with a total fundraising scale of 65,438.05 billion yuan. Among them, 6,543.804 billion yuan of priority asset-backed securities were subscribed by qualified institutional investors; Sub-prime asset-backed securities amounted to 654.38 billion yuan, which was fully subscribed by the company on behalf of the original equity holders. Hai Yin Group Guarantee Asset Management Plan. If the future cash flow of the underlying assets is insufficient to repay the principal and expected income, Hai Yin Group will make up the difference. 2065438+In September 2004, Hai Yin's special asset management plan was listed and traded in Shenzhen Stock Exchange.

Successful case of asset securitization II:

The construction of Guangzhou-Shenzhen-Zhuhai-expressway is the product of cooperation between Hehe Holdings Limited and Guangdong Provincial Communications Department. In order to raise funds for the construction of Guangzhou-Shenzhen-Zhuhai expressway, the developer of this project, Hong Kong Hehe Holdings Co., Ltd., established Guangzhou-Shenzhen expressway Holdings Co., Ltd. in the British Virgin Islands through Delta expressway Co., Ltd. registered in the Cayman Islands, and issued 600 million US dollars of bonds in the international capital market with the support of concession road toll rights to raise funds for the construction of the east section of Guangzhou-Shenzhen-Zhuhai Expressway. Hehe Company holds 50% equity of Guangzhou-Shenzhen-Zhuhai Expressway, and finally holds the franchise right of the east section of Guangzhou-Shenzhen-Zhuhai Expressway for 30 years until 2027. At the end of the franchise, all assets are unconditionally handed over to Guangdong Province.

In nature, the financing of the asset securitization project of Guangzhou-Shenzhen-Zhuhai-expressway belongs to the offshore * * * transnational * * * asset securitization * * * cross-border securitization * * * financing mode. Offshore asset securitization refers to the cross-border implementation of asset securitization. It is generally believed that the way for domestic financiers to finance foreign investors through asset securitization in the international market is offshore asset securitization. Some scholars have pointed out that "infrastructure charging mode"+"offshore mode" can be regarded as one of the breakthrough modes of asset securitization in China.

* * * Second * * Analysis on the Advantages of Special Financing for Offshore Asset Securitization

1。 From the perspective of securitization products, the financing of offshore asset securitization projects has the following advantages: * *1* * infrastructure charging securitization meets the requirements of asset securitization project financing products, the future cash flow of the project is relatively stable, reliable and easy to calculate, and it meets the requirements of securities issuance supported by foreseeable future cash flow and the principle of "asset reorganization". * * * 2 * * In this trading institution, the original obligee transferred the income right of the project to SPV of * * *, which realized the key step of securitization-bankruptcy isolation. * * * 3 * * Internal credit enhancement is realized by layering bonds, and external credit enhancement is realized by guarantee. Credit enhancement technology reduces the financing cost of international capital market.

2。 Compared with other types of project financing, offshore asset securitization financing has strong advantages: ** 1*** It can effectively overcome the external debt pressure and industrial safety problems brought by traditional foreign capital introduction such as borrowing foreign loans and absorbing foreign direct investment. * * * 2 * * Due to credit enhancement measures, the cost can be reduced in large-scale financing in the capital market. * * * 3 * * Offshore asset securitization financing is applicable to both completed projects and projects under construction, and is not limited by projects. In this offshore asset securitization financing process, * * * countries always retain the ownership of the project.

3。 From the geographical distribution of trading institutions, offshore asset securitization project financing also has its inherent advantages: ** 1*** offshore asset securitization financing can meet the legal requirements of supporting the issuing country, avoid the uncertainty of relevant domestic systems and ensure the smooth completion of asset securitization project financing. ***2*** When issuing securities, * * * faces a large market capacity and relatively many institutional investors.

4。 From the financing point of view: * *1* * Compared with other forms of project financing, offshore asset securitization financing has great advantages, which can effectively overcome the external debt pressure and industrial security problems brought about by traditional foreign capital introduction such as borrowing foreign loans and absorbing foreign direct investment; * * * 2 * * Due to credit enhancement measures, the financing cost can be reduced when financing in the capital market on a large scale.

5。 Others. Offshore asset securitization financing can be applied to both completed infrastructure projects and projects under construction, regardless of projects.

20 14 preparation materials for securities qualification examination and collection of real questions over the years

Basic knowledge: investment analysis, issuance and underwriting of securities trading investment funds.

The limitations of; In the whole process of offshore asset securitization financing, the state always retains the ownership of the project.

* * * three * * less than 1 Foreign exchange control and exchange rate fluctuation. The biggest obstacle to offshore asset securitization is the foreign exchange management system, because foreign exchange is raised through the "offshore asset securitization model", debt and interest are paid in foreign exchange, but the cash flow of assets is RMB. At present, China has not implemented free convertibility of capital account, so how to exchange RMB cash flow for foreign exchange has become a big obstacle.

At the same time, project financing by means of offshore asset securitization will inevitably involve transferring assets as securities guarantee to SPV established in * * * *, and these assets are often income rights or accounts receivable of completed projects. As the People's Bank of China's Measures for the Administration of Borrowing International Commercial Loans by Domestic Institutions and other relevant regulations in China have included transactions similar to asset securitization in the scope of foreign debt management, the financing scale of offshore asset securitization projects must be included in the national guidance plan, and the financing conditions must be approved or audited by the State Administration of Foreign Exchange.

In addition, the change of exchange rate also affects the stability of foreign exchange cash flow.

2。 Because the main procedures of asset securitization are operated overseas and investors are overseas, it is difficult to promote and test the development of domestic securitization.

Second, it is a beneficial attempt for financial institutions to dispose of credit assets by trust-a case study of Huarong Asset Management Company's asset disposal trust.

In June 2003, China Huarong Asset Management Company and CITIC Trust signed the Property Entrustment Contract and the Trust Property Entrustment Disposal Agreement, with an increase of 132. 500 million yuan of non-performing creditor's rights assets, CITIC Trust and Investment Company was entrusted to set up a three-year property trust, and the priority beneficiary right was transferred to investors. This is the first asset disposal method in China-Huarong Asset Disposal Trust Project, which is known as "an important step towards asset securitization". * * * For details, please refer to Wang Xiaobo, Liu Zhu's Bold Experiment of Non-performing Assets Securitization, published in the 6th edition of the Financial Times on September 12, 2003. ***

Huarong Asset Disposal Trust Project makes full use of the operating platform provided by the trust system and is a great innovation in asset disposal. This asset-based investment contract trading model not only makes a useful exploration for financial asset management companies and state-owned commercial banks to speed up the disposal of non-performing assets, but also has certain reference value for infrastructure project financing. In addition, commercial banks can also make full use of this trust project model to manage their project loans and disperse and control the risks related to project loans.

According to the information publicly disclosed by Huarong Asset Management Company, Huarong Asset Disposal Trust is a legal trust established in accordance with China's Trust Law and relevant laws and regulations, and its trading mode can be briefly described as follows:

* * * Trustee of a * * * Huarong Asset Disposal Trust Project

Huarong Company, as the principal, set up a property trust with its corresponding creditor's rights assets, with CITIC Trust as the trustee. The beneficiary of this trust is Huarong Company when it is established, and Huarong Company enjoys all the beneficial rights of the trust from the effective date of this trust * * * including all the preferential beneficial rights and secondary beneficial rights * * *; After the establishment of this trust, investors can obtain the priority benefit right under this trust through transferee or other legal means and become the beneficiaries of this trust.

Successful case of asset securitization 3:

Asset securitization refers to the process of separating and reorganizing a group of basic assets that can generate independent and predictable cash flow through a series of structural arrangements and combinations, and implementing certain credit enhancement, so as to convert the expected cash flow income right of combined assets into asset-backed securities with high credit rating that can be sold and circulated. Different from the traditional credit financing method, which mainly depends on the issuer's credit level, asset-backed securities are financed by the future cash flow of supporting assets, and the solvency of supporting assets is separated from the issuer's credit level, which is not affected by the company's net asset scale and profit index, which can improve the utilization efficiency of enterprise's existing assets and become a new direct financing method.

Asset securitization business was invented by Wall Street and developed in the United States. Americans say that if there is cash flow, it will be securitized. At present, asset securitization is an important financing method in American capital market, and the proportion of asset securitization in GDP has been above 50% for 10 years. 20 12 the scale of asset securitization products issued by the United States II. 07 trillion US dollars, a year-on-year increase of 24. 38%。 At the end of 20 12, the scale of asset securitization in the United States was about 8. 96 trillion US dollars, accounting for about 55% of GDP.

The enterprise asset securitization in China has been piloted since 2005. Since CICC issued the first special asset management plan based on CDMA network rental income right in August 2005, it has experienced two rounds of development. The first round was in 2005-2006, when nine enterprises issued asset securitization products. Affected by the subprime mortgage crisis, the pilot was suspended in 2009 and 20 10, and the State Council re-approved the pilot in 20 1 1 year.

Let's look at the operation of asset-backed securities with two latest examples.

I. Special Asset Management Plan for BOT Project of Tunnel Stock Company

20 13 On May 4th, the "Special Asset Management Plan for BOT Project of Tunnel Shares" established by Guotai Junan Asset Management Co., Ltd. was issued with the approval of the CSRC, which became the first asset securitization product successfully issued after the CSRC issued the "New Regulations on Asset Securitization Business of Securities Companies" in March this year.

The subscription funds raised by the special asset management plan are used to purchase the basic assets from Dalian Road Tunnel Company, a subsidiary of Tunnel Co., Ltd., that is, the tunnel franchise income from April 20, 20 13 to June 20, 20 17 as stipulated in the relevant contract. Generally speaking, tunnel companies receive the raised funds in one lump sum after the collection of special asset management plans. In return, the tunnel company will pay the "toll" collected from past drivers to the "special purpose carrier" of the special asset management plan to repay the principal and interest in the future. According to the "Regulations on the Management of Asset Securitization of Securities Companies", the basic assets can be property rights or property. In this plan, the basic assets refer to the future franchise income of the tunnel.

After the establishment of the tunnel share special plan, related asset-backed securities products will apply for listing and transfer on the Shanghai Stock Exchange, which will become the first asset-backed securities listed and transferred only on the fixed income platform of the Shanghai Stock Exchange. The fixed income platform provides various transfer methods and real-time transaction-by-transaction settlement mode for asset-backed securities, and allows securities companies to provide market-making services for products. The Shanghai Stock Exchange will also launch an agreement repurchase function on the fixed income platform to provide repurchase financing for investors of asset-backed securities.

In order to prevent risks, the tunnel share special plan effectively protects the interests of priority securities investors:

The special plan adopts priority/sub-structure and external guarantee mechanism to increase credit. Dalian Road Tunnel Company, the original owner, holds secondary products, and Shanghai Urban Construction Group, the controlling shareholder of the tunnel shares, provides guarantee for the repayment of future cash flows.

From this case, we can see several characteristics:

1, investors get the future income generated by the underlying assets in the form of repaying the principal and interest of asset-backed securities. The original owner of the underlying assets, the financier, in this case the tunnel shares, obtains cash by selling the future income of the securitized assets. This is essentially debt financing, and financiers and investors have broadened financing and investment channels through asset securitization respectively.

2. Only the income right of the tunnel in the future period is regarded as the basic asset, and the assets of the tunnel are still kept in the balance sheet of the tunnel shares and are not listed.

3. After issuance, it can be traded and transferred on the exchange. This will greatly improve the liquidity of securities.

Shanghai Stock Exchange will allow securities companies to provide market-making services. Market makers play the role of connecting and centralizing the originally scattered bond transactions, thus activating the market and improving the liquidity of securities.

5. Credit enhancement of securities. The main risk of asset-backed securities is the certainty of future cash flows. It is difficult to control the future cash flow, so a credit enhancement mechanism is needed to provide the confidence of holders and reduce the financing cost, such as secured mortgage. In this case, the controlling shareholder of Tunnel shares provides a guarantee for future repayment.

Let's see what impact asset securitization will bring to securities companies. When I analyzed the annual report of CITIC Securities, I mentioned that the typical business segment of securities firms can be divided into four departments: brokerage and service, investment banking, asset management, investment and credit.

Through the above analysis, we can see that the asset securitization business will probably have the following effects on the balance sheet and income statement of securities companies:

1, underwriting income of asset-backed securities. This income can be attributed to the investment banking department.

2. Income from asset management fees during the existence of asset-backed securities. This income can be attributed to the asset management department.

3. Market-making income. Just mentioned that the Shanghai Stock Exchange will allow securities companies to provide market-making services for products, but I don't know how to start it. This income belongs to brokers and service departments and needs to consume capital.

4. Self-investment income. The regulatory authorities agree that managers can subscribe for asset-backed securities with their own funds or the * * * asset management plan managed by them, other customers' assets and securities investment funds.

The income of the above 1 and 2 is service income, which does not require capital investment, and the income of 3 and 4 requires capital consumption.

It can be seen that asset securitization business will probably have an important impact on the main business departments, balance sheets and income statements of securities companies. With their own technical advantages in product design, asset pricing and risk-return analysis, brokers will be the protagonists in the asset securitization market. At the same time, OTC trading and securities custody of related securitization products will also promote other services of securities firms, including derivatives, quantitative hedging and other products, which can be applied to asset management, thus increasing the sources of income and profits, improving the ROE level and promoting the transformation of profit models of securities companies.

Let's look at another different example.

20 13 on may 6th, Hai Yin co., ltd announced the proposal on setting up a special asset management plan for Hai Yin co., ltd, and planned to issue asset-backed securities based on commercial property rent.

The main business of Hai Yin Co., Ltd. includes commercial property operation business and kaolin business. In the business field of the company's commercial property operation, the shopping malls wholly owned and joined by the company are all over the electrical appliances, fashion, home textiles, fashion, IT digital, sporting goods and other industries, and have developed into local industry leaders. Commercial property operation can bring stable cash inflow to the company every year. In 20 12 years, the company's property rental and management business income reached 7. 7.2 billion yuan, showing a steady growth trend in the future. In order to meet the needs of the company's business development and broaden the financing channels, the company plans to design an asset securitization scheme based on the operating income right of the managed 15 comprehensive commercial property. In this asset securitization, the company intends to apply for the establishment of a special asset management plan for Hai Yin shares through CITIC Jiantou Securities Co., Ltd.

The basic assets to be securitized in this period are "the business income right of commercial property enjoyed by the original owner for managing specific commercial property within five years from the date of the establishment of the special plan". Enterprise asset securitization products are mainly issued to institutional investors of exchanges such as funds, brokers, finance companies and enterprises, and listed and transferred on the comprehensive electronic platform of fixed-income securities of Shanghai and Shenzhen Stock Exchanges, so as to increase the liquidity of the secondary market through market making by brokers and agreement repurchase.

There is no essential difference between this example and tunnel shares, which is characterized by taking the future rent of commercial real estate as the basic asset. Although the Regulations on the Management of Asset Securitization of Securities Companies stipulates that the income right of commercial real estate can be used as the basic asset, I wonder whether the CSRC will approve the sensitive stall of real estate regulation.

Current situation of asset securitization business:

At present, there are 12 enterprise asset securitization businesses initiated through special plans, with a total issuance of 24.6 billion yuan. Citic disclosed in the 20 12 annual report that its asset securitization underwriting business amounted to 654.38+007 billion yuan, with 35 orders, accounting for about 5% of its total bond underwriting amount in that year, and the progress was very fast.

However, CITIC's annual report does not disclose the corresponding underwriting and asset management fees, so it is difficult to measure the impact on the overall income. The progress of CITIC Securities is relatively fast. I haven't found any information about the validity of asset-backed securities in other large investment banks such as Haitong, Guangfa and China Merchants Securities.