| The establishment of HAIYIN’s "Trust+Special Plan" complex structured asset management plan in 2014 was the first practice of the double-layer model.This model is mainly to help enterprises owed unqualified assets to solve the problem of financing with future income rights.The operation process is to establish an additional trust on the enterprise asset securitization framework so as to construct trust beneficiary rights as the surface assets,which is a financial innovation in the environment of China’s large capital management era.It is important to analyze the legal risks of double-layer securitization and give specific prevention suggestions to protect investors’ interests and optimize the organizational structure of this model.The research idea is to first analyze the operation logic of the model and the main legal relationships involved,,and then explore the legal risks in its operation from the essence of subject credit,finally forward specific recommendations,the structure of the text is as follows:The first chapter analysis the operation mechanism and legal relationship of research object.I uses the principle and structure of this model transaction as the entry point to expound the transaction logic,and then systematically sorts out the relevant normative documents to clarify the legal relationship &corresponding rights and obligations between the parties.The second chapter explores the legal risks of the model.I analysed the trust-based double-layerasset securitisation as a financial innovation product that converts asset credit into enterprise credit by transforming asset transfer into asset collateral.At the same time,this new model takes advantage of the vacuum in the regulatory rules to replace the transfer of corporate underlying assets with the transfer of trust beneficiary rights,and there are five major risks: cross-market financial attribute are difficult to supervise,the underlying assets are not qualified,the credit rating agencies are not diligent in pursuing profits,the information disclosure rules are not uniform,and the funds are mixed.The third chapter is to put forward specific prevention suggestions for the above risks.The essence of trust-based double-layer SPV model is a financial innovation in China’s special national conditions,and it should be included in the scope of asset securitization and regulated to ensure its legal and compliant development.For the risk of unqualified underlying assets,the cash flow prediction and evaluation system should be optimized,and whether the value of the assets is sufficient when issuing should be timely judged.in view of the low transparency of China’s credit rating and the problem of moral hazard of rating personnel,it can be improved by implementing the combination model of investor payment and dual credit rating and the "after-sales call-back system".Secondly,The problem of inconsistent information disclosure standards is recommended to be solved by expanding the scope of information disclosure obligation subjects and establishing an information sharing mechanism.As for the risk of misappropriation of funds,the funds supervision account should be changed to a special plan account to shorten the path of return,supplemented by a trigger mechanism for transferring funds for specific reasons to ensure the safety of securities subscription funds. |
