POJK on Guidelines for Issuance and Reporting of Asset-Backed Securities in the Form of Participation Certificates in the Context of Secondary Housing Financing

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 23/POJK.04/2014
CONCERNING
GUIDELINES FOR THE ISSUANCE AND REPORTING OF ASSET-BACKED SECURITIES IN THE FORM OF PARTICIPATION CERTIFICATES IN THE CONTEXT OF SECONDARY HOUSING FINANCING BY THE GRACE OF GOD THE ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering: that in order to support secondary housing financing and provide investment product options for investors, it is necessary to establish a Financial Services Authority Regulation concerning Guidelines for the Issuance and Reporting of Asset-Backed Securities in the Form of Participation Certificates in the Context of Secondary Housing Financing;

Recalling: 1. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);

DECIDING:

Establishing: A FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING GUIDELINES FOR THE ISSUANCE AND REPORTING OF ASSET-BACKED SECURITIES IN THE FORM OF PARTICIPATION CERTIFICATES IN THE CONTEXT OF SECONDARY HOUSING FINANCING.

CHAPTER I
GENERAL PROVISIONS

Article 1
In this Financial Services Authority Regulation, the following terms are defined:

Asset-Backed Securities in the Form of Participation Certificates, hereinafter referred to as EBA-SP, are Asset-Backed Securities issued by an Issuer whose portfolio consists of a Pool of Receivables and serves as proof of proportional ownership over the Pool of Receivables jointly held by a group of EBA-SP holders.
Fixed Cash Flow EBA-SP is an EBA-SP that provides its holders with a specific income, similar to holders of debt securities.
Variable Cash Flow EBA-SP is an EBA-SP that provides its holders with an unspecified income, similar to holders of equity securities.
Issuer is the Party that issues EBA-SP in the context of Secondary Housing Financing.
Secondary Housing Financing is the organization of medium-term and/or long-term fund disbursement activities to the Original Creditor by:
a. purchasing the Original Creditor's Pool of Receivables and... and selling them through the issuance of EBA-SP; or b. purchasing the Original Creditor's Pool of Receivables from the proceeds of EBA-SP issuance.
Pool of Receivables is the entirety of Financial Assets that have been purchased by the Issuer from the Original Creditor:
a. and sold to EBA-SP holders through EBA-SP issuance; or b. from the proceeds of EBA-SP issuance.
Financial Asset is a receivable obtained by the Original Creditor from the provision of Home Ownership Credit to the debtor, including collateral/guarantees and the attached mortgage rights.
Original Creditor (Originator) is a bank or other financial institution that owns and sells its Financial Assets to the Issuer in the context of EBA-SP issuance.
Home Ownership Credit, hereinafter abbreviated as KPR, is a credit facility issued by the Original Creditor to the debtor to purchase a ready-to-inhabit house.
EBA-SP Registration Statement is a document that must be submitted to the Financial Services Authority by the Issuer in the context of the Public Offering of EBA-SP.
Public Offering of EBA-SP is the activity of offering EBA-SP conducted by the Issuer to sell EBA-SP to the public based on capital market legislation.
EBA-SP Openness Document is any written information containing Information or Material Facts of EBA-SP in the context of EBA-SP issuance offered not through a Public Offering, with the aim for other Parties to purchase EBA-SP.
EBA-SP Prospectus is any written information containing Information or Material Facts of EBA-SP in the context of the Public Offering of EBA-SP with the aim for other Parties to purchase EBA-SP.
Information or Material Fact of EBA-SP is important and relevant information or facts regarding events, occurrences, or facts that can influence the price of EBA-SP and/or the decision of investors, potential investors, or other Parties interested in such information or facts.
EBA-SP Transaction Documents are the EBA-SP Issuance Agreement and other agreements made in the issuance of EBA-SP.
EBA-SP Issuance Agreement is an agreement in the issuance of EBA-SP made between the Issuer, Trustee, and/or Custodian Bank, covering trusteeship agreements, custody, and administration, as well as the issuance of EBA-SP.
Service Provider (Servicer) is the Party responsible for processing and overseeing payments made by the debtor, taking initial actions such as warnings due to debtor late payment or failure to meet obligations, conducting negotiations, resolving claims against the debtor, and providing other services stipulated in the service agreement.
EBA-SP Credit/Cash Flow Enhancement Facility is a facility aimed at enhancing the quality of the Pool of Receivables in the context of payments to EBA-SP holders.
Accountant is an Accountant registered as a supporting profession for the Capital Market at the Financial Services Authority.
Legal Consultant is a Legal Consultant registered as a supporting profession for the Capital Market at the Financial Services Authority.
Notary is a Notary registered as a supporting profession for the Capital Market at the Financial Services Authority.
Securities Rating Agency is a Securities Rating Agency that has obtained a business license from the Financial Services Authority.
Affiliation is Affiliation as referred to in the Capital Market Law.
Trustee is a Party registered with the Financial Services Authority as a Trustee and represents the interests of EBA-SP holders.
Custodian Bank is a Commercial Bank that has received approval from the Financial Services Authority as a Custodian Bank.

CHAPTER II
EBA-SP ISSUANCE AGREEMENT

Article 2
(1) The EBA-SP Issuance Agreement must be made in a notarial deed by a Notary.
(2) The EBA-SP Issuance Agreement must contain:
a. the identity of each legally authorized Party entitled to represent and act on behalf of the Issuer, Trustee, and Custodian Bank; b. the rights and obligations of the Issuer, Trustee, and Custodian Bank;
c. the name and obligations of the Service Provider (Servicer) providing services over the Pool of Receivables in the EBA-SP portfolio;
d. the name of the Securities Rating Agency, in the event EBA-SP is offered through a Public Offering; e. the name of the Accountant appointed in the context of EBA-SP issuance; f. the name of the Legal Consultant appointed in the context of EBA-SP issuance; g. the legal opinion from the appointed Legal Consultant regarding the transfer of Financial Assets, including collateral/guarantees and attached mortgage rights that constitute the Pool of Receivables; h. the Financial Assets constituting the EBA-SP Pool of Receivables and the rights attached to the Financial Assets are registered in the name of the Trustee for the benefit of EBA-SP holders and stored at the Custodian Bank;
i. provisions regarding the duration of EBA-SP;
j. provisions regarding the replacement of the Trustee, Custodian Bank, Accountant, Service Provider, Securities Rating Agency, Legal Consultant, Notary, and other Parties related to EBA-SP issuance; k. the service fees to be received by the Parties as referred to in letter j;
l. provisions on breach of contract and sanctions for Parties in breach;
m. mechanisms for changes in the EBA-SP Transaction Documents that are material; and n. mechanisms for legal dispute resolution among the Parties.

Article 3
The EBA-SP Issuance Agreement may:
a. contain the presence or absence of EBA-SP classes with different rights, where the differentiation can be based on matters such as:

order and schedule of payments to EBA-SP holders;
classes of EBA-SP;
determination of payments for specific EBA-SP originating from interest or other cash flows;
determination of payments for specific EBA-SP originating from principal loans;
determination of accelerated payments for specific EBA-SP classes due to certain conditions;
determination of payments changing according to changes in interest rates or other market sizes;
determination of collateral levels or priority rights over the Pool of Receivables or cash flows from EBA-SP; and
determination of limited liability for the repayment of specific EBA-SP classes;
b. stipulate requirements that EBA-SP from certain classes can be transferred to other Parties;
c. stipulate provisions regarding the dissolution and liquidation of EBA-SP, including the distribution of the Pool of Receivables to several or all classes of EBA-SP holders, at specific times or under specific conditions; and
d. stipulate the presence or absence of:
insurance on the Pool of Receivables forming the EBA-SP portfolio against various risks, such as credit risk;
rating of several or all classes of EBA-SP;
guarantees from third Parties;
Credit/Cash Flow Enhancement Facilities;
specific cash flows that are retained and reinvested in the EBA-SP portfolio; and
additional issuance of EBA-SP that can be held by investors other than holders of previously issued EBA-SP.

CHAPTER III
GUIDELINES FOR EBA-SP ISSUANCE

First Section
EBA-SP Offering

Article 4
EBA-SP may be offered through a Public Offering or not through a Public Offering.

Article 5
(1) In the event EBA-SP is offered through a Public Offering, the Issuer must submit a Registration Statement to the Financial Services Authority. (2) Public Offering of EBA-SP can only be conducted after the EBA-SP Registration Statement becomes effective.

Article 6
(1) In the event EBA-SP is offered not through a Public Offering, the Issuer is not required to submit a Registration Statement to the Financial Services Authority. (2) The Issuer as referred to in paragraph (1) must submit:
a. EBA-SP Openness Document; b. EBA-SP Transaction Documents; and
c. a specimen of the EBA-SP certificate, to the Financial Services Authority, no later than 10 (ten) working days since EBA-SP is allocated to EBA-SP holders.

Second Section
EBA-SP Issuance Requirements

Article 7
The Party conducting the issuance of EBA-SP must meet the following requirements:
a. be a legal entity in the form of a limited liability company conducting Secondary Housing Financing; b. have paid-up capital of at least:

IDR 1,000,000,000,000.00 (one trillion rupiah), if the Issuer purchases Financial Assets from the Original Creditor using its own funds and sells them to EBA-SP holders through EBA-SP issuance; or
IDR 250,000,000,000.00 (two hundred fifty billion rupiah), if the Issuer purchases Financial Assets from the Original Creditor using funds from the proceeds of EBA-SP issuance.
c. have at least 2 (two) directors, where at least 1 (one) director has expertise and/or experience in securitization or holds a competency certificate in investment management;
d. have employees with at least 3 (three) years of work experience in KPR analysis; and e. have marketing personnel who at least hold a competency certificate in the Capital Market.

Article 8
EBA-SP offered through a Public Offering must be rated by a Securities Rating Agency.

Article 9
(1) Financial Assets forming the EBA-SP Pool of Receivables must:
a. be obtained by the Issuer from the Original Creditor through outright sale and sold by the Issuer to EBA-SP holders through outright sale legally; or b. be obtained by the Issuer for the benefit of EBA-SP holders from the Original Creditor through outright sale legally. (2) Outright sale as referred to in paragraph (1) must be supported by a Legal Consultant's opinion. (3) Outright sale as referred to in paragraph (1) and paragraph (2) must meet outright sale requirements according to generally accepted accounting principles and must be conducted consistently and supported by an Accountant's opinion. (4) The Issuer or Original Creditor as referred to in paragraph (1) may only purchase Financial Assets in the EBA-SP Pool of Receivables up to a maximum of 10% (ten percent) of the total value of the Pool of Receivables. (5) The rights of EBA-SP holders over the Pool of Receivables as referred to in paragraph (4) must be stated in the EBA-SP Prospectus or EBA-SP Openness Document and supported by a legal opinion from a Legal Consultant stating that the rights of EBA-SP holders are as contained in the Prospectus or Openness Document.

Article 10
Financial Assets forming the EBA-SP Pool of Receivables must be stored at a Custodian Bank and registered in the name of the Trustee for the benefit of EBA-SP holders.

Article 11
The interests of EBA-SP holders, both inside and outside of court, in:
a. the purchase of Financial Assets from the Original Creditor as referred to in Article 9 paragraph (1) letter b; and b. the appointment of the Trustee, Custodian Bank, and first Accountant, until the allocation of EBA-SP to EBA-SP holders, are represented by the Issuer.

Article 12
The execution of duties and responsibilities of the Custodian Bank and Trustee can be carried out by the same Commercial Bank.

Article 13
(1) The Issuer is prohibited from having an Affiliation relationship with the Original Creditor, Custodian Bank, and/or Trustee, except for Affiliation relationships arising from Government ownership or capital participation, directly or indirectly. (2) The Original Creditor is prohibited from having an Affiliation relationship with the Custodian Bank and/or Trustee, except for Affiliation relationships arising from Government ownership or capital participation, directly or indirectly.

Article 14
The Original Creditor and/or Service Provider is prohibited from acting as the Custodian Bank and/or Trustee for the same EBA-SP.

Article 15
(1) The Issuer must ensure that investors have received or had the opportunity to read the EBA-SP Prospectus or EBA-SP Openness Document before or at the time of EBA-SP purchase. (2) Receipt or opportunity to read the EBA-SP Prospectus or EBA-SP Openness Document as referred to in paragraph (1) is proven by the investor's statement in the EBA-SP purchase form.

Article 16
(1) Each issuance of EBA-SP must be given a name identical to the name of the Issuer and the Original Creditor, preceded by the words “ASSET-BACKED SECURITIES IN THE FORM OF PARTICIPATION CERTIFICATES” and a number assigned by the Issuer. (2) In the event there is more than one class of EBA-SP issued, each class must be written in capital letters and added with a description of each EBA-SP class.

Third Section
EBA-SP Ownership Proof

Article 17
EBA-SP may:
a. be included in collective custody at the Securities Depository and Clearing Institution; or b. not be included in collective custody at the Securities Depository and Clearing Institution.

Article 18
(1) In the event EBA-SP is included in collective custody at the Securities Depository and Clearing Institution, the Issuer and/or Custodian Bank must issue an EBA-SP certificate or written confirmation to the Securities Depository and Clearing Institution as proof of recording in the register of EBA-SP holders at the Issuer and/or Custodian Bank. (2) EBA-SP in collective custody at the Custodian Bank or Securities Company recorded in the Securities account at the Securities Depository and Clearing Institution is recorded in the name of the Custodian Bank or Securities Company concerned for the benefit of account holders at the respective Custodian Bank or Securities Company. (3) If EBA-SP in collective custody at the Custodian Bank is part of the Securities Portfolio of a collective investment contract and is not included in collective custody at the Securities Depository and Clearing Institution, the EBA-SP is recorded in the register of EBA-SP holders of the Issuer and/or Custodian Bank in the name of the Custodian Bank for the benefit of EBA-SP owners of the respective collective investment contract. (4) The Custodian Bank or Securities Company must issue a Securities account report or written confirmation to the account holder as proof of recording and ownership in the Securities account as referred to in paragraph (2) and paragraph (3). (5) The Securities account report or written confirmation as referred to in paragraph (4) must at least contain:
a. the name of the EBA-SP; b. the name of the EBA-SP account holder at the Custodian Bank or Securities Company providing Custodian functions; and
c. the nominal value of the EBA-SP.

Article 19
(1) In the event EBA-SP is not included in collective custody at the Securities Depository and Clearing Institution, the Issuer and/or Custodian Bank must provide proof of EBA-SP ownership in the form of an EBA-SP letter or collective EBA-SP letter to the EBA-SP holder. (2) The EBA-SP letter or collective EBA-SP letter as referred to in paragraph (1) must at least contain:
a. the name of the EBA-SP; b. the name of the EBA-SP holder or owner, if EBA-SP is issued in registered form;
c. the quantity of EBA-SP, if issued in the form of collective EBA-SP letters;
d. a brief description regarding the total principal value of EBA-SP, EBA-SP class, material rights concerning the EBA-SP class, maturity date, and EBA-SP payment schedule; e. the name and address of the Issuer; f. the name of the Custodian Bank and Trustee; g. the name and address of the Securities Administration Bureau (if any); and h. the date, place, and name of the Notary who made the EBA-SP Issuance Agreement.

Fourth Section
Registration Statement in the Context of Public Offering of EBA-SP

Article 20
The Registration Statement for the Public Offering of EBA-SP is submitted by the Issuer to the Financial Services Authority as follows:
a. submitting the Registration Statement using the format as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; b. the Registration Statement is submitted in duplicate (2);
c. attaching documents at least:

EBA-SP Transaction Documents made in a notarial deed by a Notary;
the final draft of the Prospectus;
a specimen of the EBA-SP certificate;
an examination report and legal opinion related to EBA-SP issuance;
an Accountant's opinion related to the accounting aspects of EBA-SP issuance;
a document containing the EBA-SP rating results from the Securities Rating Agency;
an Underwriting Agreement (if any);
a preliminary agreement with one or more Stock Exchanges, if EBA-SP will be listed on the Stock Exchange; and
other information as requested by the Financial Services Authority deemed necessary in the review of the Registration Statement, provided it can be announced to the public without harming the interests of the Issuer or other Parties affiliated in the Public Offering process.

Article 21
(1) In the event the EBA-SP Registration Statement as referred to in Article 20 is complete, the Financial Services Authority issues a notification letter to the Issuer stating that the EBA-SP Registration Statement is declared effective. (2) In the event the EBA-SP Registration Statement as referred to in Article 20 is incomplete, the Financial Services Authority issues a notification letter to the Issuer stating that the EBA-SP Registration Statement is incomplete.

Article 22
(1) The EBA-SP Registration Statement becomes effective on the 45th (forty-fifth) day since the receipt of the complete Registration Statement or on an earlier date if declared effective by the Financial Services Authority. (2) Within the period as referred to in paragraph (1), the Financial Services Authority may request changes and/or additional information from the Issuer. (3) In the event the Issuer submits changes and/or additional information, the Registration Statement is considered to have been submitted again on the date of receipt of the changes and/or additional information. (4) The EBA-SP Registration Statement cannot become effective until the changes and/or additional information as referred to in paragraph (2) are received and meet the requirements established by the Financial Services Authority.

Fifth Section
EBA-SP Prospectus

Article 23
(1) The EBA-SP Prospectus must contain all details of Information or Material Facts regarding EBA-SP and information and/or details required in this Financial Services Authority Regulation. (2) The Prospectus is prohibited from containing untrue statements about Material Facts or omitting true statements about Material Facts necessary so that the Prospectus does not provide a misleading picture. (3) The Prospectus must be made clear and communicative. (4) The presentation and delivery of important information in the Prospectus must not be obscured by less important information that causes the important information to be overlooked by readers. (5) The most important facts and considerations must be summarized and disclosed in the early part of the Prospectus. (6) The order of delivery of facts in the Prospectus is determined based on the relevance of the facts, and is not determined based on the order as stated in this Financial Services Authority Regulation. (7) Disclosure of Information or Material Facts and/or the use of photos, diagrams, and/or tables in the Prospectus is prohibited from providing a misleading picture.

Article 24
The EBA-SP Prospectus must contain at least the following information:
a. Information on the outer cover of the Prospectus must contain or disclose:

the full name of the EBA-SP;
the name, address, telephone number, and fax number of the office, accompanied by the logo and post office box (if any), of the Issuer, Custodian Bank, and Trustee;
the name of the Original Creditor;
the effective date;
the offering period;
the allotment date;
the refund date for subscription money (if any);
the date of delivery of EBA-SP ownership proof;
the name of the Service Provider;
the name of the underwriter/guarantor (if any);
the name of the Stock Exchange and the planned listing date, (if any);
a brief explanation regarding the Pool of Receivables;
the quantity, price, and class of EBA-SP;
a brief description of the rights of EBA-SP holders;
the full name of the Lead Underwriter and Underwriter (if any);
the EBA-SP rating results from the Securities Rating Agency;
the place and date the Prospectus is issued;
the following statement printed in capital letters:
FINANCIAL SERVICES AUTHORITY DOES NOT GIVE A STATEMENT OF APPROVAL OR DISAPPROVAL OF THIS SECURITY, NOR DOES IT STATE THE TRUTH OR SUFFICIENCY OF THE CONTENT OF THIS PROSPECTUS. ANY STATEMENT CONTRARY TO THESE MATTERS IS AN ILLEGAL ACT;
a statement by the Issuer and Lead Underwriter, if using a Lead Underwriter, printed in capital letters with the wording:
THE ISSUER AND LEAD UNDERWRITER ARE FULLY RESPONSIBLE FOR THE TRUTH OF ALL INFORMATION OR MATERIAL FACTS AND THE HONESTY OF OPINIONS CONTAINED IN THIS PROSPECTUS;
a brief statement printed in capital letters that directly attracts the reader's attention, regarding the risks of the offered EBA-SP;
b. table of contents...

b. table of contents;
c. a brief description of the most important matters regarding EBA-SP, accompanied by references to chapters in the Prospectus where further explanations regarding such matters are found;
d. information regarding EBA-SP, which must at least contain or disclose:

the existence or non-existence of EBA-SP classes with different rights, where such differentiation may be based on matters such as:
a) the order and schedule of payments to EBA-SP holders; b) Fixed Cash Flow EBA-SP or Variable Cash Flow EBA-SP; c) payment allocations for specific EBA-SP classes originating from interest or other cash flows; d) payment allocations for specific EBA-SP classes originating from principal loans; e) accelerated payment allocations for specific EBA-SP classes due to certain conditions; f) payment allocations for specific EBA-SP classes in connection with changes in reference interest rates, such as the BI rate and Jakarta Interbank Offered Rate (JIBOR); and g) collateral allocation for specific EBA-SP classes or priority rights over cash flows from EBA-SP;
provisions for the transfer of EBA-SP from specific classes to other parties;
provisions regarding the repayment of EBA-SP and the distribution of financial assets (if any) to some or all EBA-SP classes at maturity or under certain conditions;
the existence or non-existence of:
a) insurance or guarantees for the Receivable Pool forming the EBA-SP against various risks; b) guarantees for EBA-SP from third parties; and c) Credit/Cash Flow Enhancement Facilities for EBA-SP;
criteria for selecting the Receivable Pool;
information regarding the Receivable Pool serving as the underlying asset for EBA-SP, including the weighted average maturity of the Receivable Pool, collectibility rate data, and the likelihood of prepayment on the EBA-SP Receivable Pool;
provisions regarding the placement of funds from collections of the Receivable Pool and other funds not yet paid to EBA-SP holders (if any);
reporting provisions to EBA-SP holders; and
an explanation of the EBA-SP allocation method;
e. information regarding the Issuer, which must at least contain or disclose a brief description of the Issuer, the Issuer's experience, and parties affiliated with the Issuer; f. information regarding the Custodian Bank and Trustee, which must at least contain or disclose a brief description, experience, and...

and parties affiliated with the Custodian Bank and Trustee; g. information regarding the Original Creditor, which must at least contain or disclose a brief description of the Original Creditor, the Original Creditor's experience, and parties affiliated with the Original Creditor; h. information on the Financial Assets owned by the Original Creditor, accompanied by data on the collectibility rate of the Financial Assets;
i. information regarding the Service Provider, which must at least contain or disclose a brief description of the Service Provider, the Service Provider's experience, and parties affiliated with the Service Provider;
j. taxation related to EBA-SP, including taxation for investors both domestic and foreign; k. the rating results of EBA-SP from a Securities Rating Agency;
l. the examination results and opinions from Legal Consultants, which must at least contain or disclose:

the validity of the Mortgage Loan Agreements;
the Receivable Pool;
the securitization transaction structure;
affiliation relationships among the parties;
the assignment of receivables and its validity;
the assignment of receivables (cessie) and its validity;
the establishment and registration of mortgage rights over collateral objects with the competent authority in accordance with...;

in accordance with legislation and the legal consequences if not registered; and
8. the validity of foreclosure sales;
m. the name, address, and responsibilities of the Service Provider, Securities Rating Agency, and Securities Administration Bureau (if any); n. risk factors including:

liquidity risk and market risk of EBA-SP;
currency exchange rate risk and interest rate risk (if any);
credit risk regarding the EBA-SP portfolio Receivable Pool;
prepayment risk of the EBA-SP portfolio Receivable Pool before maturity;
operational risk in the implementation of activities by the Issuer, Custodian Bank and Trustee, and Service Provider; and
risks related to legal aspects, including in the event of credit risk and if the establishment and registration of mortgage rights over collateral objects are not performed or delayed;
o. rights of EBA-SP holders, including rights to obtain:
periodic financial reports on EBA-SP;
information regarding taxes collected from EBA-SP holders; and
payments related to EBA-SP; and
p. procedures and requirements for ordering EBA-SP.

Part Six
Issuer, Trustee, Custodian Bank, Original Creditor, and Service Provider Paragraph 1 Issuer
Article 25
(1) The Issuer is obligated to:
a. represent the interests of EBA-SP holders in the purchase of Financial Assets from the Original Creditor as referred to in Article 9 paragraph (1) letter b and the appointment of the Trustee, Custodian Bank, Accountant, Legal Consultant, Notary, and Securities Rating Agency (if any), in the issuance of EBA-SP until EBA-SP is allocated to EBA-SP holders; b. be the party providing Credit/Cash Flow Enhancement Facilities for EBA-SP;
c. act with care and professional attitude regarding the interests of EBA-SP holders, including in investigating the Original Creditor, the Financial Assets to be purchased, legal and tax aspects, and other matters in the EBA-SP structuring process;
d. be responsible for the openness and truthfulness of Information or Material Facts regarding EBA-SP, as stated in the EBA-SP Disclosure Document or in the EBA-SP Registration Statement if the EBA-SP is offered through a Public Offering; e. appoint the Trustee for the first time, to represent the interests of EBA-SP holders since EBA-SP is allocated to...

holders of EBA-SP; f. appoint the Custodian Bank for the first time to perform custody and accounting of EBA-SP and the EBA-SP Receivable Pool; g. appoint an Accountant, Legal Consultant, Notary, and Securities Rating Agency (if any), in the issuance of EBA-SP; h. with the approval of the Trustee, appoint an Accountant to audit the annual financial report of EBA-SP for the first year;
i. ensure that the Custodian Bank and Trustee perform their duties and obligations regarding EBA-SP in accordance with the EBA-SP Issuance Agreement;
j. provide assistance to the Trustee if requested by the Trustee; k. include provisions for the replacement of the Custodian Bank and Trustee in the EBA-SP Issuance Agreement;
l. implement decisions taken at the General Meeting of EBA-SP Holders; and
m. implement obligations as regulated in this Financial Services Authority Regulation.
(2) An Issuer conducting a Public Offering must comply with regulations regarding the ordering and allocation of Securities in a Public Offering.
Article 26
The Issuer is responsible for providing compensation to EBA-SP holders for losses caused by errors or negligence attributable to the Issuer. Paragraph 2 Trustee
Article 27
(1) The Trustee has the duty and responsibility to represent the interests of EBA-SP holders inside and outside of court in accordance with the trust agreement and legislation. (2) The Trustee binds itself to perform the duties and responsibilities as referred to in paragraph (1) since signing the trust agreement, but such representation becomes effective when EBA-SP has been allocated to EBA-SP holders. (3) The Trustee performs duties in accordance with the trust agreement and other documents related to the trust agreement. (4) In performing duties and responsibilities as referred to in paragraph (1), the Trustee is obligated to:
a. perform duties with good faith, care, and caution in accordance with the trust agreement and based on legislation; b. act quickly and effectively for the interests of EBA-SP holders;
c. monitor payments to EBA-SP holders;
d. appoint a replacement Custodian Bank; e. supervise and monitor the Issuer and Custodian Bank in performing their obligations regarding EBA-SP...

EBA-SP in accordance with the EBA-SP Issuance Agreement and other agreements in the EBA-SP Transaction Documents related thereto; f. record the Financial Assets forming the EBA-SP Pool in its name for the benefit of EBA-SP holders, including registering mortgage rights over collateral/guarantees from Financial Assets with competent institutions in accordance with legislation; g. take necessary actions if there is a change in value of the Receivable Pool and/or rights attached to the Financial Assets forming the EBA-SP Receivable Pool; h. appoint a Service Provider, including its replacement;
i. appoint a paying agent and supervise its performance;
j. appoint an Accountant to audit the annual financial report of EBA-SP after the first year; k. collect and sue for payment from debtors regarding the collection of receivables if the Service Provider is terminated before a replacement is obtained;
l. supervise the performance of the Service Provider;
m. provide instructions to the Service Provider if deemed necessary or upon request by the Service Provider; n. convene the General Meeting of EBA-SP Holders...

EBA-SP and implement decisions taken at the General Meeting of EBA-SP Holders; o. execute collateral/guarantees or appoint a Service Provider to execute collateral/guarantees for the benefit of EBA-SP holders; p. report to the Financial Services Authority matters contrary to the EBA-SP Transaction Documents; and q. provide all explanations or information regarding the implementation of trust duties to the Financial Services Authority.
Article 28
(1) The first appointment of the Trustee is performed by the Issuer.
(2) Replacement of the Trustee is performed due to the following reasons:
a. the business license of the bank as Trustee becomes invalid due to revocation or return to the Financial Services Authority; b. the business activities of the Trustee in the Capital Market are frozen;
c. the Trustee is dissolved by a judicial body or another official body or is deemed dissolved based on legislation provisions;
d. the Trustee is declared bankrupt by a competent judicial body or its operations and/or business activities are frozen by competent parties; e. the Trustee is unable to perform its obligations; f. the Trustee violates provisions of the trust agreement, other agreements in the EBA-SP Transaction Documents, and/or Capital Market legislation; g. the emergence of an Affiliation relationship between the Trustee and the Issuer and/or Original Creditor after the appointment of the Trustee, unless such Affiliation relationship arises from government ownership or capital participation; or h. upon decision of the General Meeting of EBA-SP Holders.
Article 29
The Trustee is obligated to be responsible for providing compensation to EBA-SP holders for losses due to negligence in the implementation of its duties as regulated in the trust agreement, EBA-SP Issuance Agreement, other agreements in the EBA-SP Transaction Documents, and legislation.
Article 30
The duties, obligations, and responsibilities of the Trustee end when:
a. the entire value of the Receivable Pool has been paid to EBA-SP holders and all obligations related to EBA-SP have been settled; b. a specific date after the EBA-SP maturity date as agreed in the EBA-SP Issuance Agreement and included in the EBA-SP Disclosure Document or Prospectus, with the provision that the entire value of the Receivable Pool has been paid...

paid to EBA-SP holders and all obligations related to EBA-SP have been settled; or
c. after the appointment of a new Trustee.
Paragraph 3
Custodian Bank
Article 31
(1) The Custodian Bank has the duty and responsibility to perform collective custody and storage of all valuable documents related to EBA-SP in accordance with the custody agreement, other agreements in the EBA-SP Transaction Documents, and legislation. (2) In performing duties and responsibilities as referred to in paragraph (1), the Custodian Bank is obligated to:
a. receive payments from EBA-SP holders for the purchase of EBA-SP and:

pay for the purchase of the Receivable Pool to the Issuer; or
pay for the purchase of the Receivable Pool conducted by the Issuer for the benefit of EBA-SP holders to the Original Creditor;
b. receive the EBA-SP Receivable Pool purchased:
from the Issuer; or
by the Issuer from the Original Creditor for the benefit of EBA-SP holders;
c. record the Receivable Pool as referred to in letter b in the name of the Trustee representing the interests of EBA-SP holders;
d. open a collection account at a bank in the name of the Trustee for the benefit of EBA-SP holders, used for the placement of collection results on principal and interest from the Receivable Pool conducted by the Service Provider; e. store funds or collection results of the Receivable Pool from the Service Provider; f. distribute collection results of the Receivable Pool according to their utilization, including to EBA-SP holders as stated in the EBA-SP Disclosure Document or Prospectus; g. perform payments of obligations related to EBA-SP; h. prepare documents and compile financial reports for the purpose of preparing EBA-SP financial reports;
i. create and store a register of EBA-SP holders and record the transfer of EBA-SP ownership or appoint a Securities Administration Bureau to perform such services;
j. separate the Receivable Pool and other assets related to the Receivable Pool from the assets of the Custodian Bank and/or other customers' assets of the Custodian Bank; k. inform EBA-SP holders monthly:
total principal value of EBA-SP;
reports on the Receivable Pool supporting each EBA-SP class;
weighted average maturity of the EBA-SP Receivable Pool; and
number of overdue payments on the EBA-SP Receivable Pool;
position of Credit/Cash Flow Enhancement Facilities for EBA-SP;
number of EBA-SP held by the respective EBA-SP holder;
estimated payments for each EBA-SP class for the next 12 (twelve) months; and
Information or Material Facts related to EBA-SP as a basis for concluding the possibility of changes in cash flow and/or value of EBA-SP.
l. formally reject instructions from the Issuer that contradict its duties, responsibilities, and obligations regarding EBA-SP, with a copy to the Financial Services Authority and the Trustee;
m. formally reject instructions from the Trustee that contradict its duties, responsibilities, and obligations regarding EBA-SP, with a copy to the Financial Services Authority; n. perform administration and bookkeeping for custody and accounting related to EBA-SP; o. implement decisions taken at the General Meeting of EBA-SP Holders according to its responsibilities; and p. perform other duties related to...

with the custody and accounting of the EBA-SP Receivable Pool as determined in the custody agreement, other agreements in the EBA-SP Transaction Documents, and legislation.
Article 32
(1) The first appointment of the Custodian Bank is performed by the Issuer.
(2) Replacement of the Custodian Bank is performed by the Trustee due to the following reasons:
a. the business license of the bank as Custodian Bank becomes invalid due to revocation or return to the Financial Services Authority; b. the business activities of the Custodian Bank in the Capital Market are frozen;
c. the Custodian Bank is dissolved by a judicial body or another official body or is deemed dissolved based on legislation provisions;
d. the Custodian Bank is declared bankrupt by a competent judicial body or its operations and/or business activities are frozen by competent parties; e. the Custodian Bank is unable to perform its obligations; f. the Custodian Bank violates provisions of the custody agreement, other agreements in the EBA-SP Transaction Documents, and/or Capital Market legislation; g. the emergence of an Affiliation relationship between the Custodian Bank and the Issuer and/or Original Creditor...

Creditor after the appointment of the Custodian Bank, unless such Affiliation relationship arises from government ownership or capital participation; or h. upon decision of the General Meeting of EBA-SP Holders.
Article 33
The Custodian Bank is obligated to be responsible for providing compensation to EBA-SP holders for losses due to negligence in the implementation of its duties as regulated in the custody agreement, EBA-SP Issuance Agreement, other agreements in the EBA-SP Transaction Documents, and legislation.
Article 34
The duties, obligations, and responsibilities of the Custodian Bank end when:
a. the entire value of the Receivable Pool has been paid to EBA-SP holders and all obligations related to EBA-SP have been settled; b. a specific date after the EBA-SP maturity date as agreed in the EBA-SP Issuance Agreement and included in the EBA-SP Disclosure Document or Prospectus, with the provision that the entire value of the Receivable Pool has been paid to EBA-SP holders and all obligations related to EBA-SP have been settled; or
c. after the appointment of a new Custodian Bank.
Paragraph 4
Original Creditor and Service Provider
Article 35
(1) In the issuance of EBA-SP, the Original Creditor must:
a. prepare Financial Assets meeting the requirements set by the Issuer; b. submit Mortgage Loan Agreement documents for examination by the Issuer or its proxy;
c. prepare accurate information regarding the Receivable Pool or other information needed by the Issuer or its proxy;
d. guarantee the truthfulness of information, data, and documents related to Financial Assets; and e. submit information, data, and documents to the Issuer when necessary. (2) The Original Creditor as referred to in paragraph (1) is responsible for:
a. the validity of the Financial Assets sold and their documents; and b. providing compensation for losses due to the invalidity of the Financial Assets sold and their documents.
Article 36
(1) The Service Provider has the duty and responsibility to process and supervise the smoothness of payments made by debtors in accordance with the service agreement, agreements in the EBA-SP Transaction Documents, and legislation. (2) In performing duties and responsibilities as referred to in paragraph (1), the Service Provider is obligated to:
a. collect principal and interest from the Receivable Pool from debtors; b. take initial necessary actions, negotiate, demand payment from debtors, and collect if debtors are late or fail to meet their obligations;
c. place collection results on principal and interest from the Receivable Pool into a collection account at the Service Provider in the name of the Trustee for the benefit of EBA-SP holders;
d. forward collection results on principal and interest as well as penalties from the Receivable Pool to the Custodian Bank for the benefit of EBA-SP holders; e. execute collateral/guarantees attached to the Receivable Pool in accordance with provisions in the EBA-SP Transaction Documents to the extent authorized by the Trustee; f. submit information, data, and documents to the Trustee and/or Custodian Bank when necessary; and g. store all data and documents related to its duties.
Article 37
(1) The appointment of the Service Provider is performed by the Trustee.
(2) Replacement of the Service Provider is performed by the Trustee due to the following reasons:
a. the business license of the Service Provider becomes invalid due to revocation or return to the competent authority; b. the business activities of the Service Provider are frozen by the competent authority;
c. the Service Provider is dissolved by a judicial...

body or another official body or is deemed dissolved based on legislation provisions; d. the Service Provider is declared bankrupt by a competent judicial body or its operations and/or business activities are frozen by competent parties; e. the Service Provider is unable to perform its obligations; f. the Service Provider violates provisions of the service agreement, other agreements in the EBA-SP Transaction Documents, and/or legislation; or g. upon decision of the General Meeting of EBA-SP Holders.
Part Seven
General Meeting of EBA-SP Holders
Article 38
The General Meeting of EBA-SP Holders is convened by the Trustee.
Article 39
(1) The General Meeting of EBA-SP Holders may be convened upon:
a. request by EBA-SP holders individually or jointly representing at least 20% (twenty percent) of the outstanding number of EBA-SP; b. request by the Issuer;
c. request by the Trustee; or
d. order by the Financial Services Authority.
(2) The Trustee may reject the request of EBA-SP holders or the Issuer to convene...

a General Meeting of EBA-SP Holders by notifying the reasons for rejection in writing to the applicant with a copy to the Financial Services Authority at the latest 14 (fourteen) days after receipt of the request letter.
Article 40
The General Meeting of EBA-SP Holders is held for purposes including:
a. making decisions regarding proposals from the Issuer, Trustee, and/or EBA-SP holders, including regarding:

termination of the Trustee; and/or
termination of the Custodian Bank;
and appointing replacements; b. notifying regarding the failure or potential failure of the Trustee and/or Custodian Bank in performing their obligations;
c. providing guidance to the Trustee, and/or approving a grace period for a breach of the trust agreement and its consequences, or taking other actions related to the breach;
d. granting authority to the Trustee to take other actions not authorized or not included in the trust agreement, provided such authority does not contradict legislation and is approved by the Financial Services Authority; and e. providing approval for the implementation of changes...

changes to material provisions in the EBA-SP Transaction Documents.

Article 41
(1) The costs of organizing the General Meeting of EBA-SP Holders, based on the request of a Party as referred to in Article 39 paragraph (1) letter a, letter c, and letter d, shall be borne by the EBA-SP Receivables Pool. (2) The costs of organizing the General Meeting of EBA-SP Holders, based on the request of the Issuer as referred to in Article 39 paragraph (1) letter b, shall be borne by the Issuer.

CHAPTER IV
REPORTING

Article 42
(1) The Issuer is required to report the results of the sale of EBA-SP offered through a Public Offering to the Financial Services Authority every 15 (fifteen) days from the start of the Public Offering period until the Public Offering is completed. (2) In the event that the 15th (fifteenth) day falls on a holiday, the report as referred to in paragraph (1) shall be submitted on 1 (one) working day following the holiday. (3) If the Public Offering involves the allocation of EBA-SP, the Issuer is required to report the allocation of EBA-SP as part of the Public Offering results report as referred to in paragraph (1).

Article 43
The Issuer is required to submit a report to the Financial Services Authority and announce to the public or society regarding Material Information or Material Facts of EBA-SP no later than 2 (two) working days since the occurrence of such Material Information or Material Facts.

Article 44
(1) The Issuer and Custodian Bank are required to submit a report on the replacement of the Trustee to the Financial Services Authority no later than 5 (five) working days after the appointment of the new Trustee, which shall at least contain:
a. the reason for the replacement; and b. the new Trustee.
(2) The replaced Trustee is required to submit a report to the Financial Services Authority regarding:
a. The replacement of the Trustee no later than 5 (five) working days after the appointment of the new Trustee; and b. All obligations of the Trustee that have not yet been submitted to the Financial Services Authority regarding the submission of reports as referred to in the trust agreement, the EBA-SP issuance agreement, and other agreements in the EBA-SP Transaction Documents, no later than 10 (ten) working days after the appointment of the new Trustee.

Article 45
(1) The Issuer and Trustee are required to submit a report on the replacement of the Custodian Bank to the Financial Services Authority no later than 5 (five) working days after the appointment of the new Custodian Bank, which shall at least contain:
a. the reason for the replacement; and b. the new Custodian Bank.
(2) The replaced Custodian Bank is required to submit a report to the Financial Services Authority regarding:
a. The replacement of the Custodian Bank no later than 5 (five) working days after the appointment of the new Custodian Bank; and b. All obligations of the Custodian Bank that have not yet been submitted to the Financial Services Authority regarding the submission of reports as referred to in the trust agreement, the EBA-SP issuance agreement, and other agreements in the EBA-SP Transaction Documents, no later than 10 (ten) working days after the appointment of the new Custodian Bank.

Article 46
In the event that the Trustee and Custodian Bank cease their duties at the same time, the submission of reports on the replacement of the Trustee and Custodian Bank to the Financial Services Authority must be carried out by the Issuer no later than 5 (five) working days after the appointment of the new Trustee and/or Custodian Bank.

Article 47
The Issuer and Trustee of EBA-SP are required to submit a plan for changes to the EBA-SP Transaction Documents to the Financial Services Authority and announce it to the public through one daily newspaper in the Indonesian language with national circulation and available to EBA-SP holders no later than 15 (fifteen) working days before such changes are made.

Article 48
The Issuer is required to submit changes to material provisions in the Transaction Documents in the EBA-SP Transaction Documents to the Financial Services Authority and announce them to the public through one daily newspaper in the Indonesian language with national circulation and available to EBA-SP holders no later than 2 (two) working days after the changes are made.

Article 49
(1) The Issuer and Custodian Bank are required to submit:
a. annual financial reports of EBA-SP accompanied by an Auditor's report with a standard opinion to the Trustee and the Financial Services Authority and:

in the event that EBA-SP is offered through a Public Offering, the aforementioned financial reports must also be announced to the public no later than the end of the third month since the date of the annual financial reports of EBA-SP; or
in the event that EBA-SP is not offered through a Public Offering, the aforementioned financial reports must be available and accessible to EBA-SP holders;
and b. semi-annual financial reports to the Trustee and the Financial Services Authority and announced to the public no later than:
at the end of the 1st (first) month since the date of the semi-annual financial reports, if not accompanied by an Auditor's report;
at the end of the 2nd (second) month since the date of the semi-annual financial reports, if accompanied by an Auditor's report in the context of a limited review; and
at the end of the 3rd (third) month since the date of the semi-annual financial reports, if accompanied by an Auditor's report that provides an opinion on the fairness of the financial reports as a whole.
(2) The Issuer and Custodian Bank are responsible for the truthfulness and content of the financial reports based on their respective duties and obligations. (3) The announcement of annual financial reports and semi-annual financial reports as referred to in paragraph (1) must be carried out in at least one daily newspaper in the Indonesian language with national circulation, with the following provisions:
a. annual financial reports and semi-annual financial reports announced must at least include financial position reports (balance sheets), comprehensive income statements, cash flow statements, and opinions from Auditors if required to be audited by Auditors; b. the form and content of the reports as referred to in letter a must be the same as those presented in the annual financial reports submitted to the Financial Services Authority; and
c. proof of such announcement must be submitted to the Financial Services Authority no later than 2 (two) working days after the date of the announcement.

Article 50
The Trustee is required to report matters that contradict the EBA-SP Transaction Documents to the Financial Services Authority no later than 2 (two) working days since the knowledge of such matters.

Article 51
(1) The Custodian Bank is required to submit monthly reports to the Financial Services Authority regarding:
a. total principal value of EBA-SP; b. reports on the Receivables Pool supporting each class of EBA-SP;
c. weighted average maturity of the EBA-SP Receivables Pool;
d. the amount of overdue payments on the EBA-SP Receivables Pool; e. the position of Credit Enhancement/Cash Flow Facilities of EBA-SP; f. the number of EBA-SP holders for each class of EBA-SP; g. estimated payments for each class of EBA-SP for the next 12 (twelve) months; and h. Material Information or Material Facts related to EBA-SP as a basis for concluding the possibility of changes in cash flow, and/or the value of EBA-SP, no later than on the 12th (twelfth) month following. (2) In the event that the 12th (twelfth) month following falls on a holiday, the report as referred to in paragraph (1) shall be submitted on one working day following the holiday.

CHAPTER V
SANCTIONS

Article 52
(1) Issuers who are late in submitting reports as referred to in Article 6 paragraph (2), Article 42, Article 43, Article 44 paragraph (1), Article 45 paragraph (1), Article 46, and Article 47, Article 48, and Article 49 shall be subject to administrative sanctions in the form of fines of IDR 1,000,000.00 (one million rupiah) for every day of delay in submitting the aforementioned reports, with the provision that the total amount of fines shall not exceed IDR 500,000,000.00 (five hundred million rupiah). (2) Trustees who are late in submitting:
a. reports as referred to in Article 44 paragraph (2), Article 45 paragraph (1), and Article 50; and b. plans for changes to EBA-SP Transaction Documents as referred to in Article 47, shall be subject to administrative sanctions in the form of fines of IDR 100,000.00 (one hundred thousand rupiah) for every day of delay in submitting the aforementioned reports and change plans, with the provision that the total amount of fines shall not exceed IDR 100,000,000.00 (one hundred million rupiah). (3) Custodian Banks who are late in submitting reports as referred to in Article 44 paragraph (1), Article 45 paragraph (2), and Article 49 shall be subject to administrative sanctions in the form of fines of IDR 100,000.00 (one hundred thousand rupiah) for every day of delay in submitting the aforementioned reports, with the provision that the total amount of fines shall not exceed IDR 100,000,000.00 (one hundred million rupiah).

Article 53
In addition to administrative sanctions in the form of fines as referred to in Article 52, the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 54
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 52 and specific actions as referred to in Article 53 to the public.

CHAPTER VI
CLOSING PROVISIONS

Article 55
Further provisions regarding technical implementation of the issuance and reporting of EBA-SP not regulated in this Financial Services Authority Regulation shall be regulated in Financial Services Authority Circular Letters.

Article 56
This Financial Services Authority Regulation shall come into force on the date of its enactment.

To ensure that everyone knows it, ordering the enactment of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on 19 November 2014
THE CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY,
Signed,
MULIAMAN D. HADAD

Enacted in Jakarta on 19 November 2014
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,
Signed,
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2014 NUMBER 358 A copy in accordance with the original Director of Legal Affairs I Department of Law, Signed, Tini Kustini

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 23/POJK.04/2014
REGARDING
GUIDELINES FOR ISSUANCE AND REPORTING OF ASSET-BACKED SECURITIES IN THE FORM OF PARTICIPATION CERTIFICATES IN THE CONTEXT OF SECONDARY HOUSING FINANCING

I. GENERAL
In order to support the availability of more effective and efficient housing development funds through secondary housing financing, the Government has issued Presidential Regulation Number 19 of 2005 regarding Secondary Housing Financing as amended by Presidential Regulation Number 1 of 2008 regarding Amendments to Presidential Regulation Number 19 of 2005 regarding Secondary Housing Financing (Presidential Regulation). Based on the Presidential Regulation, secondary housing financing is conducted through the securitization process of People's Housing Credit claims and then sold to the public through the issuance of Asset-Backed Securities (EBA) which can be conducted either through a Public Offering or not through a Public Offering. The Presidential Regulation allows for the issuance of EBA in the form of debt instruments or participation certificates. EBA in the form of Participation Certificates (EBA-SP) is an Asset-Backed Security issued by an Issuer whose portfolio consists of a Receivables Pool and serves as proof of proportional ownership over the Receivables Pool jointly owned by a group of EBA-SP holders. The Receivables Pool is a collection of Financial Assets that have been purchased by the Issuer from the Original Creditor and then sold to EBA-SP holders through the issuance of EBA-SP, or purchased by the Issuer from the Original Creditor from the proceeds of EBA-SP issuance. The Financial Assets in question are claims obtained by the Original Creditor from granting Home Ownership Credits to debtors, including collateral/guarantees and encumbrances attached to them. The Original Creditor is a Bank or other Financial Institution that possesses and sells Financial Assets in the context of securitization. In this securitization, where the Original Creditor's Financial Assets are sold to the public through the issuance of EBA-SP, the Original Creditor's Financial Assets, which were originally illiquid, are transformed into liquid assets so that the Original Creditor can immediately resume housing financing for the public. The issuance of EBA-SP is expected not only to be able to promote the growth of the secondary housing financing industry in the country, but also to provide other benefits in the form of an increasing number of financial instruments that serve as investment alternatives for investors and the public. Based on these matters, in order to provide a strong legal basis and in the context of protecting investor interests, it is necessary to regulate matters related to the issuance of EBA-SP in the Capital Market.

II. ARTICLE BY ARTICLE
Article 1
Sufficiently clear.

Article 2
Paragraph (1)
Sufficiently clear.
Paragraph (2)
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
Sufficiently clear.
Letter d
Sufficiently clear.
Letter e
Sufficiently clear.
Letter f
Sufficiently clear.
Letter g
Sufficiently clear.
Letter h
Sufficiently clear.
Letter i
Sufficiently clear.
Letter j
Sufficiently clear.
Letter k
Sufficiently clear.
Letter l
Sufficiently clear.
Letter m
Material changes to EBA-SP Transaction Documents include among others changes to the EBA-SP payment dates and the final maturity date of EBA-SP. Letter n Sufficiently clear.

Article 3
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
Sufficiently clear.
Letter d
Number 1
Sufficiently clear.
Number 2
Sufficiently clear.
Number 3
Sufficiently clear.
Number 4
Credit Enhancement/Cash Flow Facilities of EBA-SP include among others:
a) subordination of a certain class of EBA-SP against other classes of EBA-SP in the same EBA-SP issuance; b) guarantee funds; c) insurance; d) interest rate guarantees; e) liquidity guarantees at maturity; f) tax payment guarantees; or g) "swap" on interest rates or on foreign exchange rates. Number 5 Sufficiently clear. Number 6 Sufficiently clear.

Article 4
Sufficiently clear.

Article 8
Sufficiently clear.

Article 5
Sufficiently clear.

Article 6
Sufficiently clear.

Article 7
Letter a
Sufficiently clear.
Letter b
Number 1
Sufficiently clear.
Number 2
An example of an Issuer purchasing Financial Assets from an Original Creditor using funds from the proceeds of EBA-SP issuance is the Issuer purchasing a Receivables Pool from an Original Creditor for the benefit of EBA-SP holders, where the payment money comes from the issuance of EBA-SP with a portfolio of such Receivables Pool. Letter c What is meant by "investment management competence certificate" is a certificate as an Investment Manager Representative issued by a party that has received recognition from the Financial Services Authority. Letter d Sufficiently clear. Letter e What is meant by "Capital Market competence certificate" is a skill certificate issued by a party that has received recognition from the Financial Services Authority.

Article 8
Sufficiently clear.

Article 9
Sufficiently clear.

Article 10
Sufficiently clear.

Article 11
Sufficiently clear.

Article 12
Sufficiently clear.

Article 13
Sufficiently clear.

Article 14
As an example: if the Financial Assets of EBA-SP underlying the EBA-SP Receivables Pool come from Bank A, then Bank A is prohibited from acting as the Custodian Bank and/or Trustee of the aforementioned EBA-SP.

Article 15
Sufficiently clear.

Article 16
Paragraph (1)
Sufficiently clear.
Paragraph (2)
The description of each class of EBA-SP contains more detailed explanations regarding EBA-SP, for example, Fixed Cash Flow EBA-SP or Non-Fixed Cash Flow EBA-SP with all attached rights.

Article 17
What is meant by "collective custody" is a service for the custody of Financial Assets forming the EBA-SP Receivables Pool which is jointly owned by more than one Party whose interests are represented by the Custodian.

Article 18
Paragraph (1)
Sufficiently clear.
Paragraph (2)
Sufficiently clear.
Paragraph (3)
Sufficiently clear.
Paragraph (4)
What is meant by "written confirmation" is a written notification to EBA-SP holders regarding the recording, ownership, and/or transaction of EBA-SP, either in the form of transaction settlement confirmation or transaction confirmation. Paragraph (5) Sufficiently clear.

Article 19
Sufficiently clear.

Article 20
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
Number 1
Sufficiently clear.
Number 2
Sufficiently clear.
Number 3
Sufficiently clear.
Number 4
Audit reports and legal opinions regarding the issuance of EBA-SP include but are not limited to legal opinions on agreements in the issuance of EBA-SP. Number 5 Sufficiently clear. Number 6 Sufficiently clear. Number 7 Sufficiently clear. Number 8 Sufficiently clear. Number 9 Sufficiently clear.

Article 21
Paragraph (1)
What is meant by "complete" is complete, meeting the established requirements and procedures.
Paragraph (2)
Sufficiently clear.

Article 22
Sufficiently clear.

Article 23
Sufficiently clear.

Article 24
Sufficiently clear.

Article 25
Paragraph (1)
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
Sufficiently clear.
Letter d
Sufficiently clear.
Letter e
Sufficiently clear.
Letter f
Sufficiently clear.
Letter g
Sufficiently clear.
Letter h
Sufficiently clear.
Letter i
Sufficiently clear.
Letter j
An example of assistance provided by the Issuer to the Trustee is given when the Trustee requests assistance in the context of:

providing guidance to Service Providers in carrying out their duties; and
supervising the performance of Service Providers.
Letter k
Sufficiently clear.
Letter l
Sufficiently clear.
Letter m
Sufficiently clear.
Paragraph (2)
Regulations regarding the ordering and allocation of Securities in a Public Offering applicable at the time of the issuance of this Financial Services Authority Regulation are Regulation Number IX.A.7, Appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Institution Number KEP-691/BL/2011 dated 30 December 2011 regarding Ordering and Allocation of Securities in Public Offerings.

Article 26
Sufficiently clear.

Article 27
Paragraph (1)
Sufficiently clear.
Paragraph (2)
Sufficiently clear.
Paragraph (3)
Sufficiently clear.
Paragraph (4)
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
Sufficiently clear.
Letter d
Sufficiently clear.
Letter e
Sufficiently clear.
Letter f
Sufficiently clear.
Letter g
Sufficiently clear.
Letter h
Sufficiently clear.
Letter i
What is meant by "paying agent" is a party that makes principal and interest payments to EBA-SP holders on the payment date.
Letter j
Sufficiently clear.
Letter k
Sufficiently clear.
Letter l
Sufficiently clear.
Letter m
Sufficiently clear.
Letter n
Sufficiently clear.
Letter o
Sufficiently clear.
Letter p
Sufficiently clear.
Letter q
Sufficiently clear.

Article 28
Sufficiently clear.

Article 29
Sufficiently clear.

Article 30
Sufficiently clear.

Article 31
Paragraph (1)
Sufficiently clear.
Paragraph (2)
Letter a
Sufficiently clear.
Letter b
Sufficiently clear.
Letter c
Sufficiently clear.
Letter d
Sufficiently clear.
Letter e
Sufficiently clear.
Letter f
Sufficiently clear.
Letter g
Sufficiently clear.
Letter h
Sufficiently clear.
Letter i
Sufficiently clear.
Letter j
Sufficiently clear.
Letter k
Number 1
Sufficiently clear.
Number 2
Sufficiently clear.
Number 3
Sufficiently clear.
Number 4
Sufficiently clear.
Number 5
Sufficiently clear.
Number 6
Sufficiently clear.
Number 7
Sufficiently clear.
Number 8
Material Information or Material Facts that can affect the price of EBA-SP include among others:
a) Service Providers are requested to file for bankruptcy to the Court; and/or b) replacement of Custodian Banks, Trustees, and/or Service Providers. Letter l Sufficiently clear.

Article 39
Letter m
Sufficiently clear.
Letter n
Sufficiently clear.
Letter o
Sufficiently clear.
Letter p
Sufficiently clear.

Article 32
Sufficiently clear.

Article 33
Sufficiently clear.

Article 34
Sufficiently clear.

Article 35
Sufficiently clear.

Article 36
Paragraph (1)
What is meant by "debtor" is a party that receives Home Ownership Credit facilities from the Original Creditor, where the Original Creditor's claim against them becomes the Original Creditor's Financial Asset that is sold and becomes the EBA-SP Receivables Pool. Paragraph (2) Sufficiently clear.

Article 37
Sufficiently clear.

Article 38
Sufficiently clear.

Article 39
Sufficiently clear.

Article 40
Sufficiently clear.

Article 41
Sufficiently clear.

Article 42
Sufficiently clear.

Article 43
Sufficiently clear.

Article 44
Sufficiently clear.

Article 45
Sufficiently clear.

Article 46
Sufficiently clear.

Article 47
Sufficiently clear.

Article 48
Sufficiently clear.

Article 49
Sufficiently clear.

Article 50
Sufficiently clear.

Article 51
Sufficiently clear.

Article 52
Sufficiently clear.

Article 53
What is meant by "specific actions" includes among others ordering the Issuer to stop the issuance of EBA-SP in the context of Secondary Housing Financing.

Article 54
Sufficiently clear.

Article 55
An example of further provisions regarding the implementation of this Financial Services Authority Regulation is provisions regarding events, occurrences, or facts related to Material Information or Material Facts of EBA-SP.

Article 56
Sufficiently clear.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 5632

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 23/POJK.04/2014
REGARDING
GUIDELINES FOR ISSUANCE AND REPORTING OF ASSET-BACKED SECURITIES IN THE FORM OF PARTICIPATION CERTIFICATES IN THE CONTEXT OF SECONDARY HOUSING FINANCING

Number : .................... (date/month/year)
Attachment : ....................
Subject : Registration Statement in the Context of Public Offering of Asset-Backed Securities in the Form of Participation Certificates ..... (name of EBA-SP) To The Executive Head of Capital Market Supervision Financial Services Authority in Jakarta. Hereby we submit a Registration Statement in the context of the Public Offering of Asset-Backed Securities in the Form of Participation Certificates .......... (name of EBA-SP), amounting to .......... with a value of IDR........... As consideration material, we hereby submit the following data:

I. Issuer

Name :
Address :
Number and date of establishment deed
and amendments to the articles of association
:
Number and date of approval of the establishment deed
and amendments to the articles of association
:
Number and date of announcement
in the State Gazette of Indonesia :
Corporate Tax Identification Number :
Names of Board of Directors and Board of Commissioners
:
List of employees who possess
competence certificates in the field of
Mortgage Credit Analysis and/or have at least 3 (three) years of work experience in the field of Mortgage Credit Analysis :
List of marketing personnel who
possess competence certificates in the field of Capital Markets :

II. Custodian Bank

Name :
Address :
Number and date of establishment deed
and amendments to the articles of association
:
Number and date of approval of the establishment deed
and amendments to the articles of association
:
Number and date of announcement
in the State Gazette of Indonesia :
Number and date of letter of approval from the Financial Services Authority
:
Corporate Tax Identification Number :
Names of Board of Directors and Board of Commissioners or persons in charge
:

III. Trustee

Name :
Address :
Number and date of establishment deed
and amendments to the articles of association
:
Number and date of approval of the establishment deed
and amendments to the articles of association
:
Number and date of announcement
in the State Gazette of Indonesia :
Number and date of registration certificate from the Financial Services Authority
:
Corporate Tax Identification Number :
Board of Directors and Board of Commissioners
or persons in charge
:

IV. Original Creditor

Name :
Address :
Corporate Tax Identification Number :

V. Auditor

Name :
Address :
Tax Identification Number :
Registration Number from the Financial Services Authority
:

VI. Legal Consultant

Name :
Address :
Tax Identification Number :
Registration Number from the Financial Services Authority
:

VII. Notary

Name :
Address :
Tax Identification Number :
Registration Number from the Financial Services Authority
:

VIII. Service Provider

Name :
Address :
Corporate Tax Identification Number :

IX. Securities Administration Bureau (if any)

Name :
Address :
Corporate Tax Identification Number :
Business License Number from the Financial Services Authority
:

X. Underwriter (if any)

Name :
Address :
Corporate Tax Identification Number :
Business License Number from the Financial Services Authority
:

XI. Securities Rating Company

Name :
Address :
Tax Identification Number :
Registration Number from the Financial Services Authority
:
Business license number from the Financial Services Authority
: XII. List of attached documents
Final draft of the Prospectus stamped and signed by the parties;
EBA-SP Issuance Agreement;
EBA-SP Transaction Documents;
Specimen certificate of EBA-SP;
Legal opinion by Legal Consultant;
Accountant's opinion regarding the sale and repurchase transaction of Financial Assets; and
Documents containing the EBA-SP rating results from the Securities Rating Company.

THE STATEMENTS OR INFORMATION CONTAINED IN THE REGISTRATION STATEMENT ARE TRUE AND THERE ARE NO MATERIAL FACTS OMITTED FROM THE REGISTRATION STATEMENT THAT ARE REQUIRED TO MAKE THE REGISTRATION STATEMENT NOT MISLEADING.

(Issuer Name)
Stamp
(signature of the authorized director)
(full name)

Established in Jakarta on 19 November 2014
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY,
Ttd.
Muliaman D. Hadad
Director of Legal Affairs I
Legal Department,
Ttd.
Tini Kustini

POJK on Guidelines for Issuance and Reporting of Asset-Backed Securities in the Form of Participation Certificates in the Context of Secondary Housing Financing

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