1.1 A Brief Introduction to China Securitization Forum
The China Securitization Forum (“the Forum” or “CSF”) was established in May 2006 by Related institutions active in the securitization industry with strong support from relevant Chinese government regulators and was subsequently restructured in September 2014. With a global vision, the restructured Forum dedicated to serving as a unified communicating platform for educating, advocating, and building consensus in the areas of securitization and structured finance.
The Founding Members include (in alphabetical order): Bank of China, China Chengxin International Credit Rating Co., Ltd., China Construction Bank, China Development Bank, China International Capital Corporation Limited, CITIC Trust Co., Ltd., Deloitte Touche Tohmatsu CPA LLP, HSBC in Hong Kong, King & Wood Mallesons, Moody's Asia Pacific Ltd., Morgan Stanley Asia, Standard & Poor's Information Services (Beijing) Co., Ltd, Standard Chartered Bank (Hong Kong) Limited, The Royal Bank of Scotland plc., and Zhong Lun Law Firm.
1.2 CSF’s Global Vision
CSF has a broad global vision, and dedicated to promote the healthy development of China’s asset securitization markets within the framework of the global financial and economic system and to encourage innovation in securitization and structured finance techniques. CSF has built strategic cooperation partnerships with the main industry associations in securitization and structured finance area around the world and signed the memorandum of strategic cooperation.
2. MEMBERSHIPS
2.1 Types
There are two types of memberships in the Forum, institutional memberships and individual memberships.
Members should accept the articles of association of the Forum, rules or any other provisions conducted by the Board (including any modification to these documents via proper procedures), abide by the obligations of members and engage in Forum activities.
2.1.1 Institutional members and their representatives
(1) Institutional members. Institutional memberships are open to domestic and oversea institutions, organizations and entities participating in the securitization industry, structured finance industry and related capital markets, including but not limited to issuers, investors, dealers, underwriting institutions, rating agencies, law firms, accounting firms and analytics providers. Institutional members have the right to vote at conferences of the Meeting of Members, elect and be elected as a rotational director and/or as a chairman or co-chairman of a member committee and will be qualified to serve as officers of the Forum.
(2) Representatives of institutional members. Each institutional member may appoint a representative as its contact person in the Forum, who will be an individual with full capacity for civil conduct and authorized by the institutional member to express opinions and exercise voting right on behalf of such member. The representative of an institutional member will be named in the institutional member’s membership application. Any change of the representative of an institutional member is required to be reported in writing to the Secretariat.
2.1.2 Individual members
Individual memberships will be open only to domestic and overseas individuals who are active in the securitization or structured finance industry or related capital markets and who are interested in furthering the purposes of the Forum. Individual members will have no voting rights or the right to be elected, and will not be qualified to serve as officers of the Forum.
2.2 Eligibility
Membership is open to all domestic and overseas institutions and individuals engaged in, or desiring to be engaged in or simply having interest in, the securitization and structured finance sector.
The Standing Committees of the Forum are open to institutional members, while the Member Committees of the Forum to both institutional members and individual members.
The individuals from institutional members may join the Forum as individual members. The individuals of the institutional members (except for representatives appointed by institutional members or candidates of rotational directors recommended by institutional members) may apply for individual membership and participate in the activities of the Forum in their own names.
2.3 Join the Forum
Writing and submitting a membership application creates the true attention to join the Forum.
2.4 Policy on service fees
The Forum does not charge dues from members. The Project Company may charge service fees from members if the Board requests it to do so.
2.5 Withdrawal from the Forum
Any member is entitled to withdraw from the Forum at any time. The membership will automatically terminate upon submission of a withdrawal decision in writing by the member to the Secretariat.
2.6 Rights and Obligations of Members
2.6.1 Rights of members
A member of the Forum has the right to:
(1) vote at conferences of the Meeting of Members, elect and be elected as a rotational director and/or as a chairman or co-chairman of a member committee (but individual members do not have these rights);
(2) apply to join the member committees of the Forum;
(3) apply to attend conferences, meetings and other activities organized by the Forum;
(4) have access to market information and communication achievements provided by the Forum;
(5) propose topics for the annual conferences and other activities of the Forum;
(6) propose to hold seminars on issues of interest or concern to it in the field of securitization and structured finance;
(7) propose that the Forum carry out market analysis and provide consulting service with respect to such member's business development plans;
(8) propose that the Forum introduce certain talent or provide certain types of trainings;
(9) enjoy priority over non-members in underwriting or sponsoring various activities of the Forum; and
(10) withdraw from the Forum at will.
2.6.2 Obligations of members
A member of the Forum will:
(1) abide by these Articles, the Rules, and other by-laws of the Forum;
(2) act in accordance with resolutions of the Meeting of Members, the Board and the Executive Committee;
(3) protect the legal interests and professional prestige of the Forum;
(4) actively participate in the activities of the Forum and provide information and materials for professional networking of the Forum;
(5) pay service fees to the Project Company when they become due (if the Project Company begins to charge service fees in response to a request from the Board to do so); and
(6) fulfill other obligations in respect of the Forum.
3. Introduction of the Committees of the Forum
3.1 Composition
Committees consist of Standing Committees and Member Committees. The Standing Committees of the Forum are open to institutional members, while the Member Committees of the Forum to both institutional members and individual members.
3.2 Standing Committee
The standing committees comprise the Nominating Committee, the Membership Committee, the Annual Conference Committee, the Education Committee, the Editorial Committee, the Conflict Resolution Committee, the Advocacy Committee, the Expert Consultant Committee and etc. Standing Committees are open to institutional members.
3.2.1 Nominating Committee
The Nominating Committee will be established to nominate candidates for appointment or election to the Forum’s various bodies. Except as otherwise provided in Articles of association of the Forum, the Nominating Committee will be responsible for nominating the chairman, co-chairmen, honorary directors and rotational directors of the Board, the members of the Executive Committee, the secretary-general, the chairman and the co-chairmen of each member committee or Working Group, and the election observers, including the chief observer, for each election. The Nominating Committee will report to the Meeting of Members.
The Nominating Committee will be composed of five members as follows: the chairmanship will be held by the chairman of the Executive Committee (i.e., the chairman of the Executive Committee will concurrently chair the Nominating Committee), the vice chairmanship will be held by one vice chairman of the Executive Committee (i.e., one vice chairman of the Executive Committee will concurrently be the vice chairman of the Nominating Committee), and representatives of three institutional members that are not represented on the Board. The Nominating Committee will have no co-chairman. The secretary-general may attend the meetings of the Nominating Committee but will have no right to vote.
3.2.2 Membership Committee
The Forum will set up a Membership Committee to address matters concerning administration of membership. The Membership Committee will also be responsible for addressing other matters at the request of the Board and making recommendations to the Board with respect thereto.
The Membership Committee will consist of the chairman of the Executive Committee, (serving concurrently as a chairman of the Membership Committee), a co-chairman and various institutional members of the Forum. The co-chairman and other members of the Membership Committee will be appointed by the Board and the chairman of the Executive Committee will be admitted as a chairman of the Membership Committee automatically.
3.2.3 Annual Conference Committee
The Forum will set up an annual conference committee to organize the annual conferences of the Forum (the “Annual Conference Committee”). Under the supervision of the Executive Committee, the Annual Conference Committee will be responsible for deciding the theme, time and venue of each annual conference, providing project-oriented services, setting the agenda and organizing activities for the annual conferences, in a manner similar to that of other industry organizations in other markets and other countries. The Annual Conference Committee may request the Forum’s member committees to conduct research on specific topics and to recommend guests, and the member committees are obliged to provide information accordingly and to diligently seek to ensure the attendance of their recommended guests as requested by the Annual Conference Committee.
The Annual Conference Committee will consist of the chairman of the Executive Committee (serving concurrently as the chair of the Annual Conference Committee), the secretary-general, and various institutional members of the Forum appointed by the Executive Committee. The Annual Conference Committee will have a co-chairman, who will be appointed by the Executive Committee.
3.2.4 Education Committee
The Forum may set up an education committee to organize and arrange for all educational and training activities sponsored or co-organized by the Forum. The Education Committee may, subject to the oversight of the Executive Committee, request certain of the Forum’s member committees to conduct research on specific topics, and request Forum member committees to recommend keynote speakers and provide training content, and such member committees will be obliged to diligently seek to provide such requested speakers and content. The Education Committee may recommend locations for training events, develop and review training and conference content, recommend and secure keynote speakers and select panelists and moderators for such events.
The Education Committee will consist of the secretary-general and institutional members appointed by the Executive Committee.
3.2.5 Editorial Review Committee
The Forum may establish an editorial review committee for the purpose of reviewing, editing and approving all comment letters and public statements to be released by the Forum and its Committees.
The Editorial Review Committee will consist of institutional members appointed by the Executive Committee.
3.2.6 Conflict Resolution Committee)
The Forum will establish a conflict resolution committee (the “Conflict Resolution Committee”) to resolve material conflicts on issues that are referred to such committee.
The Conflict Resolution Committee will consist of institutional members appointed by the Executive Committee. Specific procedures for the composition of the Conflict Resolution Committee are as set forth in the Conflict Resolution Policy attached as Appendix II in the Articles of association of the Forum.
3.2.7 Advocacy Committee
The Forum will establish an advocacy committee (the “Advocacy Committee”). The Advocacy Committee will be responsible for determining the advocacy priorities of the Forum in consultation with the Executive Committee and may recommend to the Executive Committee the establishment of additional member committees, or the establishment of special Working Groups to address specific issues or matters not within the purview of, or able to be adequately addressed by, any existing asset class committee or subject matter committee.
The Advocacy Committee will consist of institutional members appointed by the Executive Committee. The Advocacy Committee will have a chairman and a co-chairman, both of whom will be appointed by the Executive Committee.
3.2.8 Expert Consultant Committee
The Forum will set up an expert consultant committee (the “Expert Consultant Committee”) for the professional advice and consultation from officials, experts, scholars and other professionals attending the Forum.The advice given by the invited members of the Expert Consultant Committee will only be reported within the management level of the Forum by informal and non-written means, and no such advice will be announced publicly under any circumstances.
The Expert Consultant Committee will consist of the chairman, the co-chairman of the Expert Consultant Committee and senior expert consultants decided upon and appointed by the Executive Committee. All members of the Expert Consultant Committee will be individuals from domestic and overseas regulatory, legislative or other policy-making bodies or industry associations or organizations relating to asset securitization and structured finance, or experts or scholars who specialize in securitization and structured finance, or reputable individuals who have great influence on the securitization and structured finance market. Members of the Expert Consultant Committee will serve only in their individual capacities as expert consultants of the Forum and provide only their personal advice to facilitate the Forum in achieving its purposes and performing its duties.
3.3 Member Committee
In addition to the standing committees, the Forum may establish the Member Committee. The Member Committee are open to institutional members and individual members. The Forum may establish the following member committees:
3.3.1 Asset Class Committee
In order to provide communication platforms for members who are interested in certain types of asset securitization products or in certain investment fields, the Forum may establish the following asset class committees classified by different asset classes in response to the actual demands of the market. Memberships of the following asset class committees will be open to all members engaged in, investing in or advising on related asset classes:
(1) Enterprise Loan Securitization Committee;
(2) Commercial Mortgage Backed Securitization Committee;
(3) Residential Mortgage Backed Securitization Committee;
(4) Auto Loan and Equipment Loan Securitization Committee;
(5) Leasing Asset Securitization Committee;
(6) Factoring Asset Securitization Committee;
(7) Insurance Asset Securitization Committee;
(8) Trust Asset Securitization Committee;
(9) Fund Asset Securitization Committee;
(10) Real Estate Asset Securitization Committee;
(11) Credit Card Securitization Committee;
(12) Future Receivable Securitization Committee;
(13) Infrastructure and Utility Securitization Committee;
(14) Non-performing Asset Securitization Committee;
(15) Esoteric Asset Securitization Committee.
3.3.2 Subject Matter Committee
In order to research and discuss certain topics that industry participants may be concerned about, the Forum may establish the following subject matter committees. Membership in the subject matter committees will be open to all members:
(1) ABS Issuance and Underwriting Policy Committee;
(2) Securitization Legal Issue Research Committee;
(3) Accounting Policy Committee;
(4) Tax Policy Committee;
(5) Rating Methodology and Policy Committee;
(6) Regulatory Capital and Liquidity Committee;
(7) Asset-Backed Note Committee;
(8) Asset-backed Special Program Committee;
(9) Project Asset-backed Program Committee;
(10) Revolving Asset Purchasing and Structuring Committee;
(11) Risk Retention Committee;
(12) Shadow Banking Committee;
(13) Offshore Securitization Policy Committee;
(14) Derivative Instruments and Synthetic Structures Committee;
(15) Whole Business Securitization Committee;
(16) Liquidity Support Committee;
(17) Credit Enhancement Committee.
China Securitization Forum
February 3rd, 2016
I hereby confirm that:
1. I myself accept the articles of association of the Forum, rules or any other provisions conducted by the Board (including any modification to these documents via proper procedures), abide by the obligations of members and engage in Forum activities.
2. I meet the eligibility requirements of members of this Forum. By submitting this online application, it creates my true attention to join the Forum. The information I provide in the application is true, accurate and complete.