Jianyuan Residential Mortgage Backed Securities. Offering Plan

Transcription

1 Jianyuan Residential Mortgage Backed Securities Offering Plan China Construction Bank Co., Ltd. The Originator/The Servicer CCB Trust Co., Ltd. The Trustee/The Issuer CCB Principal Capital Management Co., Ltd. Financial Advisor China Merchants Securities Co., Ltd. HSBC Bank (China) Company Limited Lead Underwriter / Book Runner China International Capital Corporation Ltd. Joint-Lead Underwriter Bank of China Co., Ltd. Joint-Lead Underwriter Joint-Lead Underwriter June, 2018

2 Jianyuan Residential Mortgage Backed Securities Offering Plan IMPORTANT NOTICE Jianyuan Residential Mortgage Loan Asset-Backed Securities ( Notes ) are being issued after the completion of filing and registration according to the Approval of Administrative Permission by the People s Bank of China (PBoC Market Approval No. 83 [2018]) and the Notice of Filing of Jianyuan Residential Mortgage Backed Securities by the China Banking and Insurance Regulatory Commission Innovation Department. The Notes issued by the trustee consists of Senior Notes and Subordinated Notes, where the Senior Notes are further classified into Class A-1 Notes, Class A-2 Notes and Class A-3 Notes. The Senior Notes and Subordinated Notes represent the corresponding shares of the Trust Beneficial right in the Trust, and do not constitute the indebtedness of the Settlor/Originator, the Trustee, or any other institution to the investors; nor do they constitute interests in the Settlor/Originator, the Servicer, the Trustee (other than solely in its capacity as trustee of the Trust), the Fund Custodian, the Notes Custodian, the Paying Agent, the Underwriters or any of their affiliates. The investors right to recourse under the Notes is limited to the Trust Property only. The Settlor/Originator has no obligation to pay any interest or principal on the Notes to the investors and, apart from its obligations as Settlor under the Trust Agreement and as Servicer under the Servicing Agreement, the Settlor/Originator assumes no obligation or responsibility for any losses on the Notes. The Trustee only assumes the obligations for payment of the principal and returns on the Notes to the investor within the limit of the Trust Property. The approval of the issuance of the Notes by the relevant regulatory authorities does not constitute evaluation by the authorities on the value of an investment in the Notes, nor does it indicate a judgment on the risks of an investment in the Notes. Special Notice 1. The Notes include RMB 1, million Class A-1 Notes, RMB 1, million Class A-2 Notes, RMB 5, million Class A-3 Notes and RMB 1, million Subordinated Notes, and the total amount of the Notes is RMB 9, million. Class A-1 Notes and Class A-2 Notes bear fixed coupon rate. Class A-3 Notes bears floating coupon rate equals the benchmark interest rate plus basic interest spread (the benchmark interest rate is the floating five-year-and-above PBoC lending rate; the residential mortgage rate of China Construction Bank will be applied if PBoC stop to settle lending rate), and Subordinated Notes bears no coupon rate. 2. The final spread and coupon rates of the Class A-3 Notes will be determined by the Issuer on the basis of the book building results in accordance with the relevant regulation, and will be filed with the relevant regulatory authorities; such rate will be adjusted on the benchmark 1

3 interest rate adjustment date and the basic interest spread remains unchanged for Class A-3 Notes. The benchmark interest rate adjustment date is the 26 th Jan. in the first year following the effective date of any adjustment of benchmark interest rate. 3. Issuing Method Senior Notes will be issued via book building. Subordinated Notes will be retained by the Settlor/Originator. The holding term is no shorter than the term of the Subordinated Securities. 4. Book Building The Senior Notes will be issued via book building, for detailed subscription methods please refer to the Jianyuan Residential Mortgage Backed Securities Subscription and Placement Process Description. A. Key Terms of the Notes Name of the Asset-Backed Securities Settlor/Originator Issuer/Trustee Financial Advisor Lead Underwriter/Book Runner Joint-Lead Underwriter Jianyuan Residential Mortgage Backed Securities China Construction Bank Co., Ltd. CCB Trust Co., Ltd. CCB Principal Capital Management Co., Ltd. China Merchants Securities Co., Ltd. HSBC Bank (China) Company Limited China International Capital Corporation Ltd. Bank of China Co., Ltd. Issuing Amount RMB 1, million Class A-1 Notes RMB 1, million Class A-2 Notes RMB 5, million Class A-3 Notes RMB 1, million Subordinated Notes Amount by Placement RMB 1, million Class A-1 Notes RMB 1, million Class A-2 Notes RMB 5, million Class A-3 Notes Offering Coupon Rate: For Class A-1 Notes and Class A-2 Notes, fixed interest rate. For Class A-3 Notes, benchmark interest rate plus basic interest spread. Subordinated Notes bears no coupon rate. 2

4 Benchmark Interest Rate: The benchmark interest rate is the floating five-year-and-above PBoC lending rate. The benchmark rate of the first interest period is the five-year-and-above PBoC lending rate published one day before book building day. The benchmark rates in the rest of interest periods will be adjusted on the benchmark interest rate adjustment date. Benchmark Interest Rate Adjustment Date Offering Method: Subscription and Placement Method: Underwriting Method: Offerees: Par value of the Senior Notes: Par value of the Subordinated Notes: Offering Price: The benchmark interest rate adjustment date is the 26 th Jan. in the first year following the effective date of any adjustment of the five-year-and-above PBoC lending rate by the PBoC. Senior Notes will be issued via book building and centralized placement. Senior Notes can be subscribed via fax subscription, for details on the subscription and placement methods please see the Jianyuan Residential Mortgage Backed Securities Subscription and Placement Process Description. Underwriting syndicate. Members of the National Interbank Bond Market (except forbidden to invest by relevant laws and rules) RMB 100 RMB 100 At par value. Book Building Date: 25 th, June, 2018 Distribution Period: 26 th, June, rd, July, 2018 Value Date: 4 th, July, 2018 Payment Deadline: 3 rd, July, 2018 Trust Effective Date 4 th, July, 2018 Payment Date: The twenty-sixth (26 th ) day of each calendar month, but if such day is not a Business Day, the Payment Date will be the immediately following Business Day. The first Payment Date for principal and interest is July 26 th. 3

5 2018. Payment Method for Principal and Interest Ratings: Listing: Notes Custodian: For Class A-1 Notes and Class A-2 Notes, monthly scheduled amortization payment. For Class A-3 Notes, monthly pass-through payment. For more details about the payment priority of interest and principal please refer to the Offering Circular for the Notes. For Class A-1 Notes, CBR rated AAAsf, and CCXI rated AAAsf. For Class A-2 Notes, CBR rated AAAsf, and CCXI rated AAAsf. For Class A-3 Notes, CBR rated AAAsf, and CCXI rated AAAsf. Subordinated Notes are not rated. After the completion of the issuance, the Senior Notes will be traded in the National Interbank Bond Market except for the Subordinated Notes retained by the Settlor/Originator. China Central Depository & Clearing Co., Ltd. ( CCDC ) B. Disclosure Documents The announcement date for the Notes is 15 th, June, The Issuer will publish the Offering Circular, Offering Plan, Rating Reports, etc. regarding the Notes on the announcement date through NAFMII s information disclosure service system, the China Money website, the China Bond website, the official website of Beijing Financial Asset Exchange, which adopted the standard disclosure directly connected with the NAFMII s information disclosure service system, or by other methods designated by the PBOC or recognized by the NAFMII. The Issuer will publish the Subscription and Placement Method Description and Subscription Order regarding the Notes on 22 nd, June, 2018 through NAFMII s information disclosure service system, the China Money website, the China Bond website, the official website of Beijing Financial Asset Exchange, which adopted the standard disclosure directly connected with the NAFMII s information disclosure service system, or by other methods designated by the PBOC or recognized by the NAFMII. Beijing Financial Asset Exchange: 4

6 China Bond website: China Money website: C. Information on Book Building of Notes I. Subscription Overview 1. Investors should prepare relevant documents and fill in the Subscription Order for Jianyuan Residential Mortgage Backed Securities ( Subscription Order, the format of which should be in accordance with Appendix I of the Subscription and Placement Process Description). Investors should fax the Subscription Order and relevant documents to the fax number designated by the Book Runner at the designated time. Investors should refer to Appendix II of the Subscription and Placement Process Description when completing the Subscription Order. 2. After completion of the Book Building, the Issuer shall negotiate with the Lead Underwriters and Joint-Lead Underwriter and reach a consensus on the coupon rate of the Senior Notes according to the Book Building results. 3. The Book Runner shall arrange placements to all effective Subscription Orders according to the placement method described in the Subscription and Placement Process Description, after negotiation and agreement with the Issuer and the Settlor/Originator. 4. Investors who have acquired a position in the placement should make full payments in time, fax evidence of the payment, and deliver original copies of the subscription documents according to the Distribution Agreement or payment notice. II. Subscription Period Subscribers shall make subscriptions on 25 th, June, 2018, from 9:00 to 15:00 (subscription and book building period could be extended by consent of the Issuer and the Lead Underwriters.) 5

7 III. Subscription Orders and Price 1. Elements of the Subscription Orders include the number of Notes in each class, basic subscription units, interest rate increment, subscription rate range and the corresponding subscription quota, etc. 2. Investors must subscribe according to the provisions in the Subscription Orders, otherwise the subscription will be deemed ineffective. 3. Investors could subscribe at any price within the subscription rate range. D. Issuance, Payments and Trade of the Notes I. The distribution period of the notes is 26 th, June, rd, July, Syndicate Members will go through relevant procedures in the distribution period. II. The subscription payment deadline for the Notes is 3 rd, July, The subscribers who have acquired a position in the placement shall transfer the subscription amount corresponding to the placement amount specified in the payment notice, at no later than 16:30, 3 rd, July, 2018, to the following account designated by the Book Runner: Account name: China Merchants Securities Co., Ltd. Bank: China Construction Bank Co., Ltd., Shenzhen Branch Account number: Routing number: Purpose of Remittance: Subscription amount for Jianyuan Residential Mortgage Backed Securities The Book Runner will transfer the full subscription amounts to the account designated by the Issuer at the time and via the means designated by the Underwriting Agreement. If any allocated investor fails to pay in full or on schedule, the Lead Underwriter will proceed according to relevant provisions of PBoC and the corresponding articles in the Underwriting Agreement and the Syndication Agreement. III. After the Issuance of the Notes and the Registration of Notes Custodian, the investors can trade the notes in National Interbank Bond Market based on relevant rules. 6

8 Subordinated Notes retained by the Settlor/Originator are exception. E. Payments of the Notes Payment Dates of the Notes are the twenty-sixth (26 th ) day of each month; but if such day is not a Business Day, the Payment Date will be the immediately following Business Day. The first Payment Date for principal and interest is 26 th, July, Payments of the Notes will be processed by agency of the China Central Depository & Clearing Co., Ltd. according to its rules. Note:This English Translation of this Offering Plan is for the convenience of certain investors only. If there are differences between the Chinese version and this English translation, the Chinese version will prevail. (Remainder of page intentionally left blank) 7

9 [Signature Page not Translated]