Article 7 When a professional management institution establishes a debt investment plan, it shall meet the following capability standards:

(1) Establish a professional management system and establish a specialized subsidiary or business department. Subsidiaries should have sound corporate governance, a complete institutional system, an effective decision-making mechanism, standardized operating procedures, and set up functional departments such as project reserve, investment review, investment management, credit rating, operational guarantee, risk management, and legal consultation. The business department shall have at least full-time positions in subsidiaries.

(2) The credit rating department or position setting, rating system, rating capabilities, etc. meet the prescribed standards.

(3) Establish a scientific and complete institutional system, including at least the following contents:

1. Project reserve system. Clarify the entry criteria and implement dynamic management of entry projects;

2. Project review system. Establish a project review committee, in which external experts shall account for no less than one-third of the total number of committee members. The review committee should maintain independence;

3. Investment decision-making system. Clarify the decision-making authority and procedures of the general meeting of shareholders, the board of directors and relevant decision-making bodies. The proportion of members of the decision-making body who concurrently serve as project review committee members shall not exceed 20% of the total number of members of the decision-making body;

4. Credit rating system. Establish a credit rating system and evaluation model suitable for its own characteristics, carry out entity rating and debt rating, and clarify risk limits and issuance scale;

5. Investment accountability system. Establish a mechanism of "accountability for dereliction of duty, exemption from liability for due diligence, and independent accountability", and all project participants shall assume corresponding management responsibilities within the scope of their respective responsibilities.

(4) No less than 20 professionals in investment management, legal compliance, asset evaluation, credit rating, risk management, accounting and auditing, etc. Among them, there shall be no less than 8 persons with more than 3 years of experience in project investment and credit management; no less than 4 persons with intermediate or above management personnel with more than 5 years of experience in project investment and credit management and relevant professional qualifications; and no less than 4 persons with more than 5 years of credit management experience. There should be no less than 3 people with rating experience; there should be no less than 3 risk management personnel of the debt investment plan.

(5) Establish an operating mechanism of mutual checks and balances and meet the following requirements:

1. Separate review, decision-making, investment and supervision from each other;

2. Project reserves, due diligence, credit rating, project evaluation, decision-making approval, transaction structure design, follow-up management and other operating procedures are standardized;

3. Business position responsibilities are clear, and operations are strictly carried out in accordance with the scope of authorization and prescribed procedures.

Article 8 The debt investment plan established by a professional management institution shall meet the following requirements:

(1) The professional management institution has signed an investment contract with the debt repaying entity, and the basic assets of the product are clear ; The investment direction and investment strategy of the raised funds are in line with national macro policies, industrial policies, regulatory policies and relevant regulations;

(2) The transaction structure is clear and an investor rights protection mechanism is formulated;

(3) The beneficiary rights of the debt investment plan are divided into equal-amount benefit certificates;

(4) Other prudential requirements stipulated by the China Insurance Regulatory Commission.

Article 9 Professional management institutions should take the safety of funds as the premise and prudently select debt repayment entities. The debt repayment entity shall be the project party or its parent company (actual controller), and meet the following conditions:

(1) Approved and registered by the industrial and commercial administration authority (or competent authority), and qualified to be responsible for financing and repayment The legal qualifications of the debtor;

(2) Having the ability to continue operating and good development prospects, stable and reliable income and cash flow, and a good financial position;

(3) Credit status Good, with no bad records such as default;

(4) The source of repayment is clear, true and reliable, and can cover the principal and expected returns of the debt investment plan;

(5) With professional There is no relationship between the management agencies.

Article 10 The funds from the debt investment plan shall be invested in one or a group of infrastructure projects of the same type. In addition to complying with the provisions of Articles 11 and 13 of the "Administrative Measures", investment projects must also meet the following conditions:

(1) Have high economic value and good social impact, and comply with the national and regional development planning and industry, land, environmental protection, energy conservation and other related policies;

(2) Project establishment, development, construction, operation, etc. shall comply with legal procedures;

(3) Project Party capital shall not be less than 30% of the total project budget or comply with relevant national capital ratio regulations; self-raised funds for projects under construction shall not be less than 60% of the total project budget;

(4) One group The sub-projects of the project should open separate financial accounts and determine corresponding assets, and should not occupy funds from each other.

The funds invested in the debt investment plan shall strictly abide by these regulations and the debt investment plan contract, and shall not be used for other purposes other than these regulations or the contract.

Article 11 When a professional management institution establishes a debt investment plan, it shall determine effective credit enhancement and meet the following requirements:

(1) Credit enhancement methods and debt repayment entities The sources of repayment are independent of each other.

(2) Credit enhancement adopts the following methods or their combinations:

1. Category A enhancement methods: national special funds, policy banks, credit rating AA in the previous year State-owned commercial banks or joint-stock commercial banks above (including AA level) provide unconditional irrevocable joint liability guarantee for the full amount of principal and interest. If a provincial branch of the above-mentioned bank provides a guarantee, it shall provide a legal document authorizing the guarantee from the head office and explain its guarantee limit and the amount of guarantee provided.

2. Class B upgrade method: Enterprises (companies) legally incorporated in China provide unconditional irrevocable joint and several liability guarantees for the full amount of principal and interest, and meet the following conditions:

(1) The credit rating of the guarantor shall not be lower than the credit rating of the debt repaying entity;

(2) If the issuance scale of the debt investment plan does not exceed 2 billion yuan, the net assets of the guarantor at the end of the previous year shall not be less than 6 billion yuan yuan; if the issuance scale is greater than 2 billion yuan and not more than 3 billion yuan, the guarantor's net assets at the end of the previous year shall not be less than 10 billion yuan; if the issuance scale is greater than 3 billion yuan, the guarantor's net assets at the end of the previous year shall not be less than 15 billion yuan;

(3) The total guarantee amount of the same guarantor shall not account for more than 50% of its net assets. The total guarantee amount and net assets are calculated and determined based on the scope of assets guaranteed by the guarantee entity;

(4) If the parent company or actual controller of the debt repayment entity provides a guarantee, the guarantor's net assets shall not be less than the debt repayment entity's parent company or actual controller. 1.5 times the net assets of the entity;

(5) The guarantee shall comply with all legal procedures.

3. Class C enhancement method: A listed company with high liquidity, a fair value not less than 2 times the debt value, and full disposal rights provides a pledge guarantee for unrestricted tradable shares, or provides a pledge guarantee in accordance with the law. The transferable charging rights provide pledge guarantee, or physical assets that have the right to dispose of according to law and are not attached with any other rights, have value-added potential and are easy to be realized provide mortgage guarantee. A pledge guarantee shall be registered as pledge, and a mortgage guarantee shall be registered as collateral, and the mortgage rights shall be ranked first, and the value of the collateral shall not be less than twice the value of the debt.

The fair value of mortgaged assets shall be assessed by an appraisal agency with the highest professional qualifications, and shall be reassessed no less than once a year. If the value of mortgaged and pledged assets decreases or there is a risk of realization, which affects the property security of the debt investment plan, the professional management institution shall promptly take measures such as activating the stop-loss mechanism, increasing the number of guarantee entities, or adding legal collateral of sufficient value to ensure that the guarantee is sufficient and effective.

If the debt investment plan meets the following conditions at the same time, it will be exempted from credit enhancement:

(1) The net assets of the debt repaying entity in the last two fiscal years are not less than 30 billion yuan, The annual operating income is not less than 50 billion yuan, and meets the requirements of the "Administrative Measures" and these regulations;

(2) The debt repayment entity has issued unsecured bonds in the past two years, and the credit of the entity and the bonds issued The ratings are all AAA;

(3) The issuance scale does not exceed 3 billion yuan.

Article 12 When a professional management institution establishes a debt investment plan, it shall conduct due diligence and feasibility studies, scientifically set the transaction structure, fully assess relevant risks, strictly implement various procedures, and independently conduct review and decision-making , and hire a professional intermediary service agency with corresponding qualifications to make clear judgments and conclusions on the legality, compliance, credit rating, etc. of establishing a debt investment plan.

If a debt investment plan has any of the following circumstances, the professional management institution shall not initiate the establishment of the debt investment plan:

(1) There are major legal or compliance flaws, or the legal compliance is The regulatory opinions indicate major legal compliance risks;

(2) The risk management department of the professional management institution indicates major risks;

(3) There is no internal or external credit rating, or internal or external The credit rating is lower than the investable grade;

(4) The departments involved in the review and decision-making have negative opinions on initiating the establishment of the debt investment plan;

(5) Others specified by the China Insurance Regulatory Commission situation.

Article 13 When a professional management institution establishes a debt investment plan, it shall fully consider the economic cycle and market environment, reasonably determine the expected income level, issuance quota and duration of the debt investment plan, and flexibly use one-time interest payment in installments. Principal and interest repayment methods such as principal repayment, equal principal and interest, equal principal and interest, etc., protect the safety of insurance funds and legitimate rights and interests.

Article 14 When a professional management institution establishes a debt investment plan, it shall open a capital account in the name of the debt investment plan product and implement independent operation and isolation arrangements for funds and assets.

Article 15 When a professional management institution establishes a debt investment plan, it shall, in accordance with the relevant provisions of the China Insurance Regulatory Commission, submit materials to the designated agency, register or file in accordance with regulations, and issue it in a qualified financial asset trading venue. Realize the registration, custody and transaction circulation of benefit certificates.

The materials submitted by professional management institutions should be true, complete, and standardized, and there should be no contracts, agreements, or other legal documents related to the establishment and operation of the debt investment plan that should be reported but have not been reported.

Article 16 When a professional management institution issues a debt investment plan, it shall provide investors with written documents such as a subscription risk statement, a prospectus, trust contracts, credit rating reports and follow-up rating arrangements, and legal opinions. (text), fully disclose relevant information, clearly state the elements of the debt investment plan, fully disclose and clearly remind various risks and risk-taking principles.

The following behaviors are not allowed:

(1) Guarantee the principal of the debt investment plan or promise the income of the debt investment plan in any way;

(2) Conduct public marketing and publicity;

(3) Promotional materials contain content that is inconsistent with debt investment plan documents, or contain false records, misleading statements or major omissions;

(4) Exaggerate past performance, or maliciously disparage peers;

(5) Failure to allocate debt investment plans fairly and equitably among different clients;

(6) Bundle sales of debt investment plans with other asset management products;

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(7) Other behaviors prohibited by the China Insurance Regulatory Commission.

Article 17 When a professional management institution issues a debt investment plan, it shall require the client to carefully read the entire content of the debt investment plan document and sign the subscription risk statement to declare his willingness to bear the risk before subscribing for benefit certificates. Investment risks of debt investment plans. Professional management institutions shall facilitate the client's access to debt investment plan documents (including originals). If the client obtains debt investment plan information, it shall fulfill its confidentiality obligations in accordance with the law.

The client shall subscribe for the benefit certificates of the debt investment plan with its own legally owned funds, and shall not illegally pool other people's funds to participate in the debt investment plan.

Article 18: Professional management institutions shall complete the issuance work within the prescribed time limit after the debt investment plan has completed the registration or filing procedures in accordance with regulations. Debt investment plans can be issued in full at one time, or in installments within limits, provided that the fundraising scale is determined and the transaction structure is consistent. For issuance in installments, the time between the final issuance and the first issuance shall generally not exceed 12 months.

If the issuance period of the debt investment plan expires and the agreed conditions for establishment are not met, the professional management institution shall return the amount paid by the client within 30 days after the expiration of the issuance period, plus bank deposit interest for the same period. . The related debts and expenses arising therefrom shall be borne by the professional management institution with its inherent property.

Registration or filing institutions and registration and issuance institutions shall, in accordance with relevant regulations, report the registration or filing status and issuance status of debt investment plans to the China Insurance Regulatory Commission respectively.

Article 19 The expenses borne by the property of the debt investment plan are limited to the trustee management fees, independent supervision fees, intermediary agency service fees, registration and custody fees and transaction issuance fees directly related to the establishment and management of the debt investment plan. Fee et al. Professional management institutions should clearly list fee types and rate levels in relevant legal documents.

Professional management institutions should strictly follow the "Management Measures" and relevant regulations, clearly define their responsibilities, and reasonably determine and collect entrusted management fees in accordance with the principle of market fairness and comprehensive consideration of operating costs, duty performance needs, etc.

Article 20 When a professional management institution establishes a debt investment plan, its business scale shall be commensurate with its capital status. The ratio of the net assets of a professional management institution to the balance of the debt investment plan it issues and manages shall not be less than 2‰.

When a professional management institution establishes a debt investment plan, it shall accrue risk reserves from the management fee income of the debt investment plan. The provision ratio shall not be less than 10% for the time being. It shall be mainly used to compensate the professional management institution for violating the law. Losses caused to the property or beneficiaries of the debt investment plan due to violations of regulations, breach of the fiduciary contract, failure to perform duties, etc. If the risk reserve is insufficient to compensate for the above losses, the professional management institution shall use its inherent property to compensate. After the debt investment plan is terminated and liquidated, its risk reserves can be transferred back.