The reasons are:

1. The purpose of issuing the document. The original intention of Document No. 75 can be summarized as “developing non-public businesses, supporting venture capital, and regulating cross-border capital transactions involved in investment and financing.” ." Document No. 37 is about "giving full play to the role of market resource allocation. Going global, using both international and domestic resources and markets, facilitating investment and financing, and serving the real economy."

The ownership system emphasized in Document No. 75. Reform Document No. 37 is here, and Document No. 75 was issued in 2005. Based on the background of the times, the ownership reform that began in the mid-1990s encountered a bottleneck. The country hopes to open up a path to asset securitization to open up the situation, but the ownership reform Change is only a companion product of asset securitization, not the essence. In order to get closer to the true nature of asset securitization, Document No. 37 instead emphasizes the resource allocation role of the market. Document No. 37 also emphasizes "serving the real economy". It can be seen that the country still wants to direct the securitization proceeds to the real economy. This is still a framework with Chinese characteristics (because there are a large number of cases abroad showing that the proceeds from asset securitization flow to the financial sector. etc.), for example, when I execute this document, I have to check whether the funds are used for the real economy. If not, I think it is a violation of Document No. 37.

II. Changes in basic concepts

The concept of special purpose companies in Circular No. 37 has been added as “a company established directly or indirectly overseas with its legally held overseas assets or interests” "Controlled overseas enterprises" have relaxed the restrictions on the assets of the promoters, allowing not only the repatriation of capital financed by domestic assets, but also the repatriation of capital financed by overseas assets. This is more in line with the characteristics of SPC financing. Compared with SPC, SPT means that SPC can have a more flexible and diverse asset portfolio. Article 3 of Circular No. 37 requires overseas assets or rights to be registered with the foreign exchange bureau. However, in fact, the foreign exchange bureau has no way to handle foreign exchange registration for overseas investments for domestic residents. That is, if you personally have a house and land in a foreign country, even if they have It was actually purchased by SPC and became an asset to be securitized. Sorry, it cannot be registered.

In addition, Document No. 37 still emphasizes "the assets or interests of domestic enterprises legally held by them". Note that they are the assets of domestic enterprises. On this point, I think No. 37 still has limitations and is not fully liberalized. There is still a certain distance between the development of asset securitization controls. The act of asset securitization itself does not matter whose assets belong to it. Asset securitization emphasizes not corporate credit, but asset credit, as long as the asset can bring stable cash flow in the future. It can be securitized. For example, I personally own a CT machine and rent it to a large hospital with good sales. If this CT machine can provide me with stable cash flow in the future, I can securitize this CT machine and exchange it for the current Money for other things. However, this behavior is obviously not permitted by Document No. 37, because CT machines are not corporate assets. That is to say, Document No. 37 still treats SPC return as a means of financing for domestic enterprises.

In Document No. 37, return investment still stipulates that it should be through direct investment channels, rather than opening a separate channel for SPC return investment. This design actually has certain problems. SPC return investment is a financing behavior, and it is not the same as direct investment behavior. There is a difference. In addition to profits, foreign parties in direct investment pursue actual control of the enterprise. However, after SPC returns, the actual control of the enterprise remains in the hands of the promoters. Overseas capital market investors only pursue profits and have no say in the enterprise. Right, mixing the two is not particularly beneficial to understanding our country’s capital structure from abroad. Although I mentioned it to the superior department many times, it was not adopted.

3. Added prohibitive clauses

Article 4 of Document No. 37 is a prohibitive clause. This and this are not allowed, which embodies the idea that the law cannot be prohibited. It's progress, but let me go, your prohibitive clauses are too vague. "Special purpose companies shall not endanger my country's national sovereignty, security, and social public interests." I think the tobacco industry endangers social public welfare. *Interests, none of the one-third of an acre of land that I manage can be securitized and financed. Is this okay? I instantly felt that I had so much power.

Fourth, the regulations on unlisted SPC involving ESOP have been added.

Entrepreneurial executives can set up SPCs overseas and directly use foreign private equity funds to motivate themselves.

Fifth, the penalties have been refined and are no longer covered by "foreign exchange evasion".

In summary, although No. 37 replaces No. 75, there are no earth-shaking changes, but it can still be seen that there is a gratifying change in the administrative thinking of the State Administration of Foreign Exchange. It is no longer wishful thinking and arrogant. I think you You have to be whatever you are, but it means that I first understand who you are and what I can do for you, and at the same time what should be restricted. Although there is still some distance to go before truly deregulated asset securitization, it is one step closer after all.

PS: Regarding the amendment to the first paragraph of the second point, I feel ashamed because I only read the document and did not study the specific operating instructions carefully. I did not see some details. The degree of openness of Document No. 37 is less than I imagined it was bigger. There is this paragraph in the operating guidelines: “For domestic resident individuals who have invested in special purpose companies with domestic and overseas legal assets or rights but have not handled foreign exchange registration for overseas investment as required, the domestic resident individuals must report to the foreign exchange bureau. After issuing a letter of explanation explaining the reasons in detail, the capital account management department of the foreign exchange bureau shall handle the supplementary registration according to the actual situation based on the principles of legality, rationality, etc. Those suspected of violating foreign exchange management regulations shall be dealt with in accordance with the law.

"With this provision, if you personally have assets abroad, you can really use securitization financing. However, because this provision is relatively broad, for a good person like me, it may be supplemented by the letter of explanation. , but more serious people should probably ask, where did the money for the house come from? In what name was it declared? I checked the income and expenditure declaration. I was lying at that time. Well, you don’t think it’s legal, you can’t make up for it! Although this situation may occur, it leaves a gap for the legalization of individual overseas asset securitization.