The Shanghai Stock Exchange (SSE) released revisions to its "Guidelines for the Application of Rules on the Confirmation of Listing Conditions for Asset-Backed Securities, Part 2: Major Asset Classes (2026 Revision)" on July 24. This update optimizes existing clauses, incorporates feedback from market institutions, and integrates the latest requirements from recent review practices.
Key revisions include: First, tightening the entry standards for factoring receivables ABS, ensuring that a factoring company's payment funds are not advanced by the debtor, and strengthening the due diligence responsibilities of factoring companies for the authenticity of pooled receivables and the compliance of transaction contracts. Second, emphasizing asset credit by raising asset quality requirements and reinforcing the obligations of managers and intermediaries to verify the independence of cash flows from the underlying asset and the fairness of related-party transactions, in order to prevent the risk of cash flow commingling. Third, based on review experience, adding specific points of focus for each asset class type.
New Real Estate Chapter to Support a Multi-Layered Securitization Market
The rapid growth of the real estate securitization market in recent years has made it a key tool for unlocking existing assets and broadening channels for equity financing. Real estate asset-backed securities with equity-like characteristics, known as institutional REITs, are the latest innovation in the ABS market and a vital part of the multi-layered REITs market. After over two years of development, the cumulative issuance of SSE institutional REITs has reached nearly 100 billion yuan, covering 15 sub-sectors including highways, rental housing, warehousing and logistics, data centers, commercial properties, and new energy infrastructure. This has provided an effective capital market tool for various ownership entities, including state-owned, private, and foreign-invested enterprises, to revitalize existing assets and transform their business models. Market participants have reached a basic consensus on the products' characteristics, structure, and function, providing a solid foundation for further clarifying the regulatory framework and standardizing product requirements. The revision introduces a new chapter to standardize the access standards and information disclosure requirements for real estate underlying assets.
Key revision points for real estate assets include: First, adding a chapter on real estate underlying assets to fill a gap in the existing guidelines, defining the concept and asset types of real estate underlying assets, and clarifying access requirements such as project control, asset restructuring, and state-owned asset transfers. Second, introducing a special chapter on institutional REITs, formally naming equity-like real estate ABS as institutional REITs (formerly known as holding-type real estate ABS) at the regulatory level, and clarifying their equity-oriented product positioning and requirements.
Refining Focus Points for Major Asset Classes Emphasizing Asset Credit and Tightening Access Standards
Based on review practices, policy direction, and market concerns, the revision of the guidelines optimizes and adjusts existing clauses. The process fully incorporated feedback from market institutions and integrated the latest requirements from recent review practices. The main revision points are: First, strictly controlling the entry standards for factoring receivables ABS, clarifying that the source of funds for a factoring company's payment of the factoring price must not be advanced by the debtor, and reinforcing the factoring company's due diligence and verification responsibilities for the authenticity of pooled receivables and the compliance of transaction contracts, while detailing the review requirements for trade-related receivables. Second, emphasizing asset credit by raising asset quality requirements, and strengthening the verification obligations of managers and intermediaries for the independence of cash flows from the underlying asset and the fairness of related-party transactions, to prevent the risk of cash flow commingling. Third, based on review experience, adding specific points of focus for each major asset class type. For example, clarifying the access standards for financial leasing, requiring that leased items do not include consumer goods or low-value consumables, and strengthening the verification of the disposability of leased items. Also, adjusting the upper limit on the amount of individual online consumer loans to limit the leverage scale of internet lending assistance businesses, and detailing the requirements for future operating income projects to cover the operating costs of the original equity holder.
Looking ahead, the SSE will focus on the new development stage, implement new development concepts, and firmly adhere to the main line of "preventing risks, strengthening supervision, and promoting high-quality development." In line with the unified deployment of the China Securities Regulatory Commission, it will implement the work requirements of "strengthening fundamentals, strict supervision, and strict management," uphold transparency, improve the regulatory framework for asset-backed securities, guide market participants to fulfill their duties, stimulate market innovation and development momentum, further leverage the function of the asset-backed securities market, promote high-quality bond market development, better serve the construction of a new development pattern, and continuously enhance the effectiveness of serving national strategies and the real economy.