| Abstract: | 摘要 金融資產證券化商品在國內仍屬新興產品，但在先進國家，如歐、美、日等早已行之有年，其現有商品整體架構完整、評價方法完備、承銷方式完善，國內業者欲導入證券化商品，由於法律架構的不同、經營方式的差異、以及交易習慣等因素，在業務上需做適當之調整，因此本論文藉由國內CLO (Collateralized Loan Obligation)業務為例，探討國內企業貸款債權證券化已發行現況，本文研究目的歸納如下： (一)將國內企業貸款流程做一整理，提供國內金融機構深入瞭解承作企業貸款債權證券化之前置作業。 (二)提供欲從事企業貸款債權證券化業務之國內金融機構，所需之相關資訊。 (三)探討企業貸款債權證券化之各項可能風險，俾供金融機構做為參考資訊。 研究範圍為國內CLO業務為例，將探討重心置於『企業貸款債權證券化之信用增強方式』及『證券化案件僅創始機構或委託人持有受益證券未清償之信託契約終止規定』等二項重要議題。 然而證券化理論不因國內外有所不同，但隨著發行地區的法規制度、風俗習慣、有部份調整，由於國內企業貸款債權證券化個案有限，加上實際交易資訊多屬金融機構保密範圍，如各順位受益證券利率之訂定、委託人與受託人簽署之信託契約等，故往往無法取得金融機構提供足夠資訊以協助做研究分析，因此本論文研究方法將以下列方式進行：蒐集國內外企業貸款債權證券化文獻、金融監督管理委員會各項規範、已發行個案、報章雜誌、期刊新聞或網路等資訊，進行分析與整理，蒐集信用評等公司對企業貸款債權證券化之研究報告，進行個案研究。 文獻探討中討論到資產證券化、金融資產證券化、企業貸款債權證券化、證券化之風險。第三章為信用增強及信用評，並提及僅創始機構及委託人持有受益證券未清償之信託契約終止規定。第四章為探討國內金融資產證券化商品發行之現況及其增強方式。 在結論與建議中，提出四項建議，以供參考。1.國內應健全企業貸款債權受益證券之次級流通市場；2.創始機構可多採用外部信用增強方式，以加強投資人信心；3.創始機構應增強公開說明書或投資說明書之資訊透明度；4.創始機構應加強債權資產之標準化工作。 Abstract The commodity of Financial Asset Securitization was still emerging product in Taiwan, but in the developed countries, for example Europe, America, Japan and so on have already activated for years, their constructions of commodity Securitization, the appraisals methods are complete, the way of sold on consignment perfectly, the domestic industry wants to induct the commodity Securitization, because the differences of the management way difference as a result of the legal overhead construction, as well as factor and so on transaction custom, had to make the suitable adjustment in the service, therefore the present paper the affiliation by the domestic CLO service was an example, the discussion domestic enterprise loan creditor's rights negotiable securities feasibility study, this article studied the goal induction as follows: (1) Reorganize the process of Loan creditor's by domestic enterprise provides the work before the domestic financial organ thorough understanding to receive makes the enterprise loan creditor's rights negotiable securities. (2) Provide the related information about the domestic financial organ, which wants to the Enterprise Loan's Creditor’s Rights Securitization service be engaged, (3) Discuss every case of the possible risk about the Enterprise Loan's Creditor’s Rights Securitization, offer them to the financial organ for the reference information. The research scope for the domestic CLO service is an example, will discuss the center of gravity to put in " the way of Credit enhance for the Enterprise Loan's Creditor’s Rights Securitization" and "the negotiable securities case Only the Creation Organization Form and Cooperation who have the outstanding trust indenture of beneficiary certificate Law terminating" and so on two important subjects. However the theory of negotiable securities does not have differently in cause of the domestic and foreign, along with distributes local the laws and regulations system, the manners and customs, has the partial adjustment, because we have limited documents about the Enterprise Loan's Creditor’s Rights Securitization domestic, in addition the actual transaction information is the financial organ security scope much, as various cist-positions profit the negotiable securities interest rate to subscribe decide, the signature of trustee and trust between contract and the bailer and so on, therefore often is unable to obtain the financial organ to provide the information suffer to assist to make the research analysis, therefore the present paper research technique will carry on by the following way: collecting negotiable securities literature about the loan creditor's rights of domestic and foreign enterprises, financial surveillance management committee each standard, has distributed information and so on document, periodical news or network, carries on the analysis and the reorganization, collecting credit comments and so as the company the Enterprise Loan's Creditor’s Rights Securitization of memoir to, and carrying on a case to study. The literature discusses the property negotiable securities, melts the property negotiable securities, the Enterprise Loan's Creditor’s Rights Securitization, The negotiable securities risk. Third chapter comments and so on for the Credit enhance and Credit Evaluation, and only the Creation Organization Form and Cooperation who have the outstanding trust indenture of beneficiary certificate Law terminating. The fourth chapter discussion domestic melts the property negotiable securities commodity to send present situation. 1. “Enterprise Loan's Creditor’s Rights Securitization of industry bank of Taiwan ". 2."The department of part Taiwan of French businessman’s Credit Lyonnais’ rights negotiable securities of loan creditor are of enterprise about the negotiable securities". 3. "The Sinopac commercial bank loan creditor's enterprise rights trust the negotiable securities" the document, 4."Chinese development industry bank Enterprise Loan's Creditor’s Rights Securitization special goal beneficiary certificate". But in the conclusion and the suggestion, suggested the receivable creditor's rights negotiable securities overhead construction of, the power negotiable securities, the credit comments and so on and suggestion, the solid service the credit enhancement with study the solution, exterior enhancement and so on, and find the important information in the interrogation to supply the reference key. Key characters: Financial Asset Securitization, Enterprise Loan's Creditor’s Rights Securitization, Credit enhance and Credit Evaluation, Only the Creation Organization Form, Cooperation who have the outstanding trust indenture of beneficiary certificate Law terminating |
