Shanghai Stock Exchange Revises Underlying Asset Guidelines for Asset-Backed Securities to Promote High-Quality Development of the Bond Market

The Zhitong Finance App learned that on July 24, the Shanghai Stock Exchange revised and issued the “Shanghai Stock Exchange Asset-Backed Securities Listing Conditions Application Guidelines No. 2 - Major Underlying Assets (2026 Revision)”. This revision of the “Guidelines for Major Underlying Assets” has optimized and adjusted some of the original provisions, fully solicited opinions from market institutions and incorporated the latest requirements of recent audit practices. The main points of the revision are: First, strictly control ABS entry for factoring receivables, make it clear that the source of funds for payment of factoring prices by debtors cannot be advanced by debtors, compacting factoring companies' due diligence duties on the authenticity of pooled accounts receivable and compliance with transaction contracts, and refining the review requirements for trade accounts receivable. The second is to highlight asset credit, raise asset quality requirements, and compile the verification requirements of managers and intermediaries on the independence of underlying assets in cash flow and the fairness of related transactions, and prevent the risk of cash flow confusion. The third is to combine audit practices to supplement key concerns of each underlying asset type.

The original text is as follows:

Shanghai Stock Exchange Revises Underlying Asset Guidelines for Asset-Backed Securities to Promote High-Quality Development of the Bond Market

In order to clarify market expectations and promote high-quality business development, the Shanghai Stock Exchange revised and issued the “Shanghai Stock Exchange Asset-Backed Securities Listing Conditions Application Guidelines No. 2 - Major Underlying Assets (2026 Revision)” (hereinafter referred to as the “Guidelines for Major Underlying Assets”) on July 24. This is an important step for the Shanghai Stock Exchange to establish an open, transparent, and predictable asset securitization product system under the guidance of the China Securities Regulatory Commission to further enhance the ability of the bond market to serve the real economy.

A special section on real estate was added to help build a multi-level real estate securitization market

In recent years, the real estate securitization business has developed rapidly and has become an important tool to revitalize existing assets and broaden equity financing channels. Real estate asset-backed securities (hereinafter referred to as interagency REITs) with equity characteristics are the latest innovative products in the asset securitization market and are an important part of the multi-level REITs market. After more than two years of exploration and practice, the total issuance scale of REITs between the Shanghai Stock Exchange is nearly 100 billion yuan. They have covered 15 business segments, including highways, rental housing, warehousing, logistics, data centers, commercial properties, and new energy infrastructure, providing effective capital market tools for various ownership entities such as central state-owned enterprises, private enterprises, and foreign-funded enterprises to revitalize their existing assets and achieve business development model changes. Market players have formed a basic consensus on product characteristics, structure and function, providing a solid foundation for further clarifying the basis of the product system and standardizing product requirements.

The current revision of the “Guidelines for Major Basic Assets” regulates the entry standards and information disclosure requirements for basic real estate assets in the form of a special chapter. The main points of the revision are: First, adding a section on basic real estate assets, filling the gaps in the guidelines regarding such basic assets, clarifying the definition and asset types of basic real estate assets, and regulating entry requirements for real estate project control, asset restructuring, and state-owned assets transfers. The second is to add a section on special regulations on inter-agency REITs to clearly name real estate ABs with equity characteristics as inter-agency REITs (originally held real estate ABS) at the institutional level, and to clarify the product positioning and requirements for their equity attributes.

Improve key points of concern for major types of basic assets and highlight strict access to asset credit

In line with audit practices, policy orientation, and market concerns, this revision of the “Major Underlying Asset Guidelines” has optimized and adjusted some of the original provisions, fully solicited opinions from market institutions and incorporated the latest requirements of recent audit practices. The main points of the revision are: First, strictly control the ABS entry of factoring receivables, make it clear that the source of funding for factoring companies to pay factoring prices must not be advanced by the debtor, compacting factoring companies' due diligence duties on the authenticity of accounts receivable entering the pool and compliance with transaction contracts, and refining the requirements for reviewing trade accounts receivable. The second is to highlight asset credit, raise asset quality requirements, and compile the verification requirements of managers and intermediaries on the independence of underlying assets in cash flow and the fairness of related transactions, and prevent the risk of cash flow confusion. The third is to combine audit practices to supplement key concerns of various types of underlying assets, such as clarifying financial leasing entry standards, requiring that leased goods must not include consumer goods or low-value consumables, strengthening verification of the disposability of leased goods; adjusting the maximum amount requirements for personal Internet consumer loans to limit the leverage scale of Internet loan aid services; and refining the operating cost coverage requirements for specific original shareholders for future operating income projects.

In the next step, the Shanghai Stock Exchange will build on the new development stage, implement the new development concept, firmly grasp the main line of “risk prevention, strong supervision, and promotion of high-quality development”, implement the work requirements of “strong foundation, strict supervision and strict control” in accordance with the unified deployment of the China Securities Regulatory Commission, adhere to openness and transparency, improve the asset-backed securities rules system, guide market players to take responsibility, stimulate market innovation and development, and further develop the functions of the asset securitization market to promote high-quality development of the bond market, build a new development pattern with better services, and continuously enhance the quality and efficiency of serving the national strategy and the real economy.

This article was published by the Shanghai Stock Exchange. Zhitong Finance Editor: Chen Wenfang.