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Zhong Lun Advises GMAC - SAIC Automotive Finance on its First Issuance of Auto Loan Assets Backed Securities (“ABS”) 2008-01-22

  On January 15, 2008, the GMAC-SAIC Automotive Finance Co., Ltd. has successfully issued its first Auto Loan ABS in the name of “Tong Yuan Auto Loan Assets Backed Securities 2008-1” among the internal bank bond market through book-building.
  Zhong Lun is the law firm retained on this project. Zhong Lun’s team includes Zhang Xue-bing, Liu Bo-rong, Huo Wei, Tain Zhi-gang, Long Hai-tao, Yang Yan-ni, Li Ke and Cai Zhi-jie. In accordance with the instructions of Fortune Trust Co. Ltd (hereafter referred as “HauBao”), Zhong Lun provided comprehensive services from deal structuring, modifying transaction documents, issuance of legal opinions to advising on other relevant legal matters. 
 
  This ABS has three tranches, Class A, Class B and Subordinate Class. Class A and Class B are both pass-through ABS, which are paid at the floating rate announced every month.
  This ABS project was structured as follows: GMAC-SAIC, as the originator and the settler, created a special purpose trust and transferred its auto loan assets to Huabao. Huabao, as the the trustee and issuer, issued the ABS to institution investors and repaid, the principal and interest payments and other ancillary benefits of the ABS, from the cash flow revenue generated from the trust assets. The ABS was underwritten by the syndicated underwriters led by the ECITIC. The ECITIC also served as the financial counsel and the book-runner for the issuance. Huabao  has retained GMAC-SAIC to provide assets management services and the Industrial and Commercial Bank of China Limited, as the custodian of the trust account, to hold the revenue generated from the trust assets. Deloitte Touche Tohmatsu Cpa Ltd was the accountant. Da Gong Global Credit Rating Co. Ltd was the rating agency for the project.
  The total amount of investment of the TongYuan Auto Loan Assets Backed Securities 2008-1 is RMB 1,993.462461 million, issued in three tranches: Class A (RMB1, 666.1359 million), Class B (RMB 235.2285 million), and Subordinate Class (92.098061 million). Classes A and B were issued through the book-building and were welcomed in the open market among investors, resulting in over subscriptions of 118% and 121% respectively.
   At the moment, as the legal advisor of various ABS projects, Zhong Lun continues to strive for its best to facilitate the issuance of more and more securities products in the securities market in China.