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Loan asset eligibility criteria for ABS issuance

The legal requirements approved by the Board of Directors of the SPV.

With respect to the loan assets (automobile loans)

1. The loan must be originated in accordance with the relevant procedures, with a loan file opened and all required documentation completed in accordance with the applicable standards.

2. The loan agreement must be executed in compliance with the applicable laws.

3. The loan asset must be legally owned by the primary obligor, and with respect to any party other than the original lender, be free from any obligations or encumbrances.

4. The loan must not be prohibited or restricted—under law, contract, or otherwise—from being transferred, together with the subject matter of the fiduciary agreement, to a third party, and must not be subject to any obligations of the primary obligor.

5. As of the cut-off date, the loan for which the borrower and co-borrower bear obligations must not have been previously sold to the Securities Issuer, must not have been repaid, and must not be subject to any outstanding liabilities.

6. The information in the loan portfolio must be consistent with the underlying loan documentation.

Loan asset eligibility criteria for ABS issuance

Agreements and procedures required for issuing Asset-Backed Securities

Approval procedures within the scope of the issuance of the Asset-Backed Securities:

 

1. Board of Directors’ Operating Procedure / Charter

2. External Auditor Selection and Replacement Procedure

3. Service Provider and Trustee Selection and Replacement Procedure

4. Asset Management (Trust Management) Procedure

5. Securities Payment Collection and Payment Distribution Procedure

6. Internal Control Procedure for Identifying, Assessing, and Managing Risks and Conflicts of Interest

7. Anti–Money Laundering and Counter-Financing of Terrorism (AML/CFT) Procedure

8. Information Disclosure and Reporting Procedure

 

ХAgreements to be concluded within the framework of issuing the Asset-Backed Securities:

 

1. Asset Sale and Purchase Agreement

2. Fiduciary Agreement and Assignment/Pledge of Receivables Agreement

3. Payment Collection Service Agreement

4. Trust Asset Management Agreement

5. Administrative Services Agreement

6. Software Leasing Agreement (if applicable)

Steps to establish a SPV

The following 3 steps are involved in establishing a SPV.

1. Company name reservation/verification

2. Resolution by the authorized person(s)

3. Decision to establish a subsidiary company

4. Approval of the opening balance sheet

5. Appointment of the Chairperson and Secretary of the Board of Directors

6. Opening a temporary bank account and depositing the initial capital contribution

7. Registering the company with the State Registration Authority

1. Resolution by the authorized person(s)

2. Resolution on amending the company’s business activities

3. Approval of the draft Articles of Association

4. Granting the Chairperson of the Board the authority to sign as the primary authorized signatory

5. Appointment of the external audit service provider and approval of the “Procedure for Selecting and Replacing the External Auditor”

6. Submission of the required documentation package to the Financial Regulatory Commission (FRC)

1. Obtain the FRC Resolution and the License Certificate for ABS Issuance

2. Register the updated Articles of Association and obtain the company’s charter, certificate, seal, and stamp

3. Submit copies of the state registration certificate and the registered Articles of Association to the FRC

Key requirements for asset-backed securities registration approval

  • Securities Prospectus (as specified in Article 5.7 of the Financial Regulatory Commission Regulations)
  • Does the service provider meet the following requirements:
    • Must have at least three years of operational experience in the banking and financial market.
    • The Chairman and members of the Board of Directors, the Chief Executive Officer, and at least two specialists providing services to the Special Purpose Vehicle (SPV) must each have at least one year of continuous experience in the financial market.
    • Must have no fewer than three board members, of which one-third must be independent directors, and the company must ensure transparent and public reporting of its operations.
    • If the service provider is a licensed entity, it must have consistently met the prudential ratio requirements approved by the relevant state authority and ensured good governance and transparency in information disclosure.
  • Agreement for the transfer of the asset pool
  • Opinion issued by an FRC-registered auditor who provided audit services for the asset-backed securities (ABS) issuance (Financial Due Diligence Report)
  • Legal opinion issued by an FRC-registered law firm that provided independent legal services for the ABS issuance (Legal Due Diligence Report)
Key requirements for asset-backed securities registration approval

Company brochure

MICG судалгааны компани