The trust company can only keep one non-financial subsidiary
The China Banking and Insurance Regulatory Commission points out the market chaos caused by channel business
□ Our reporter Zhou Fenmian
Controlling the chaos of trust companies is an important task of the China Banking and Insurance Regulatory Commission to prevent risks and promote development in recent years.
Recently, the China Banking and Insurance Regulatory Commission issued the "Notice on Cleaning up and Regulating the Business of Non-financial Subsidiaries of Trust Companies" (hereinafter referred to as the "Notice"), requiring trust companies to rectify and regulate the non-financial subsidiaries of trust companies from the perspective of reducing hierarchy and standardizing business, and control market chaos. elephant.
It is strictly forbidden to add non-financial subsidiaries
The relevant person in charge of the China Banking and Insurance Regulatory Commission said that in recent years, some trust companies have directly or indirectly established primary non-financial subsidiaries engaged in private equity investment and other businesses with inherent assets. Although they have played a certain role, some companies have relatively weak operation and management. Relatively weak awareness of compliance, carrying out regulatory arbitrage, hidden risk channel business, or illegal related transactions such as raising funds, transferring property, and transferring benefits with the parent company, etc., have caused market chaos and accumulated risks.
Therefore, the China Banking and Insurance Regulatory Commission issued a "Notice" specifically for the first-tier non-financial subsidiaries established by trust companies in China to strictly regulate them.
According to a strong introduction from a professor at the Law School of Northwest University of Political Science and Law, there are currently 68 trust companies approved by the China Banking and Insurance Regulatory Commission.
Many trust companies have established multiple subsidiaries, such as Zhongrong International Trust Co., Ltd. (hereinafter referred to as Zhongrong Trust). There were as many as 17 subsidiaries with an investment of more than 50%; there were 6 subsidiaries under CCB Trust , Bank of Communications International Trust has 7 subsidiaries included in the consolidated financial statements.
Of course, this is the most recent data, and not all domestic first-tier non-financial subsidiaries.
For example, the reporter checked the official website of Zhongrong Trust and found that Zhongrong Trust currently has only three subsidiaries, namely Zhongrong Fund, Zhongrong International and Zhongrong Dingxin.
Wang Qiang, Chief Compliance Officer and General Counsel of Zhongrong Trust, told reporters that the company currently has only one tier-one non-financial subsidiary, which was established after approval by the China Banking Regulatory Commission to conduct business in compliance with laws and regulations.
Zheng Bing of Minmetals Trust said that their company has no direct investment subsidiaries, and there is no such thing as the China Banking and Insurance Regulatory Commission.
Strong believes that the overall situation of the trust industry is relatively good, but there have been some problems.
For example, the Department of Tomorrow established an invisible capital empire involving insurance, funds, futures, trusts, and even listed companies. It used trust and other channel businesses to gather a large amount of capital and operate the fund pool, which caused chaos in the market.
Other trust companies set up subsidiaries, and the subsidiaries reinvest in the establishment of Sun's company, use channel business to gather a large amount of funds, invest in mining, real estate, new energy and other fields, and form a closed loop of funds through guarantees, etc., in order to seek benefits for the trust company. At the same time, a lot of risks have also accumulated.
It is against this background that the China Banking and Insurance Regulatory Commission takes "compression of hierarchy and standardization of business" as its starting point and requires trust companies to return to their own businesses.
In accordance with the requirements of the "Notice", trust companies are strictly prohibited from adding domestic first-level non-financial subsidiaries; established domestic first-level non-financial subsidiaries are not allowed to increase investment by domestic and foreign enterprises.
A trust company can choose to retain a domestic tier one non-financial subsidiary whose current business scope covers investment management or asset management businesses.
However, the company can only be entrusted to manage private equity investment funds as a private equity fund manager, and must not control or jointly control the investee or exert significant influence on the investee, or participate in the daily operations of the investee, and the investment period must not exceed 5 years. .
Clarify the scope and schedule of the cleanup
There are 7 articles in the "Notice", and the articles are clear and specific, indicating the determination of the China Banking and Insurance Regulatory Commission to manage trust chaos and solid and specific work arrangements.
First, clarify the scope of cleanup.
In accordance with the requirements of the China Banking and Insurance Regulatory Commission, trust companies should clean up their investments in the following companies in a planned manner by transferring equity, etc.: First, the trust companies choose to retain domestic and foreign investment companies in domestic and foreign tier-one non-financial subsidiaries in accordance with the provisions of the "Notice"; It is the rest of the domestic tier 1 non-financial subsidiaries of trust companies and their domestic and overseas investment enterprises.
The second is to clarify the cleaning time.
According to the "Notice", the liquidation period of the trust company's investment in the above-mentioned enterprises shall not exceed 3 years.
If the above-mentioned enterprises have existing fund business, the trust company may not be subject to the aforementioned time limit, but it shall complete the investment liquidation within one year after the liquidation of the relevant project.
Before the completion of the clean-up work, the above-mentioned enterprises shall in principle not add new businesses.
If the liquidation is really difficult, the trust company shall submit a report on the extension of the liquidation period to the local banking and insurance regulatory bureau two months before the expiration of the liquidation period, and the extension shall not exceed one year.
The "Notice" also requires trust companies to comprehensively sort out the basic situation of domestic tier-one non-financial subsidiaries and their domestic and overseas investment companies, reasonably formulate clean-up and standard work plans, specify time schedules, and clarify consolidated management measures for existing subsidiaries, etc. , And submit the plan to the local Banking and Insurance Regulatory Bureau within 4 months for implementation after review.
The "Notice" requires all banking and insurance regulatory bureaus to strengthen supervision and follow-up throughout the entire process, carefully review the content of the plan, and strictly prevent information omissions and concealment; through on-site inspections, supervision and other methods, timely check the progress and quality of the phased work; strengthen the consolidation of trust companies within their jurisdictions Supervision, if any illegal transactions between a non-financial subsidiary and its parent company are found, the trust company shall be subject to regulatory measures or administrative penalties in accordance with laws and regulations; after the clean-up and standardization work is completed, a special inspection and acceptance shall be organized and a formal report shall be submitted to the China Banking and Insurance Regulatory Commission .
Wang Qiang said that Zhongrong Trust will, in accordance with regulatory requirements and on the premise of ensuring the normal operation of the project, gradually complete the relevant reduction work.
The development of related work will not affect the operation of the company and related projects.
Control the chaos without stopping early
According to the reporter's understanding, in recent years, the China Banking and Insurance Regulatory Commission has been rectifying the chaos in the bancassurance industry.
Strongly believe that after the great development of the banking industry, especially the trust industry in the past few years, there have indeed been some chaos, which have broken out one after another recently.
For example, New Era Trust and Xinhua Trust have triggered takeover conditions to be taken over. The takeover was from July 2020 to July 2021, and now it has been extended from July 2021 to July 2022. This shows the complexity of the problem.
The governance of chaos began in 2017, and the China Banking and Insurance Regulatory Commission launched special governance activities.
From 2017 to 2018, the China Banking and Insurance Regulatory Commission issued the "Notice on Regulating Banking and Credit Business", and jointly formulated the "Charitable Trust Management Measures" with the Ministry of Civil Affairs, and issued the "Trust Companies Regulatory Rating Measures" and the "Trust Registration Management Measures".
The time coincides with the reorganization of securities companies and fund companies by the China Securities Regulatory Commission.
In 2019, the China Banking and Insurance Regulatory Commission passed the "Interim Measures for the Management of Equity in Trust Companies," which came into effect on March 1, 2020. They are an important departmental regulation that regulates shareholder investment and governance structures.
Chaos happens from time to time, and supervision continues.
On June 23, 2020, the China Banking and Insurance Regulatory Commission launched a "look back" work to rectify the chaos in the banking and insurance industry, requesting to check whether the trust company has not strictly implemented the real estate trust loan supervision policy and provided loans to unqualified real estate development projects; or The actual use of funds for real estate development in the name of granting loans to upstream and downstream enterprises, related parties or construction parties of developers, to circumvent regulatory requirements related to real estate trust loans; whether there are violations of laws and regulations to provide financing to local government financing platforms, violations of requirements or acceptance of local governments The government and its departments provide various forms of guarantees, etc.
In Qiangli's view, the root cause of problems with trust companies depends on the governance structure. The key is to see whether shareholders and controlling shareholders perform their duties in accordance with the law.
The China Banking and Insurance Regulatory Commission requires strict investigations on whether there are any false capital contributions by shareholders, revolving capital injections, withdrawal of capital, and equity holdings on behalf of others; shareholder information is not transparent; shareholders illegally hold shares in trust companies; shareholders illegally pledge shares in trust companies; shareholders abuse shareholder rights or Failure to perform shareholder obligations.
Strictly investigate the transfer of interests of trust companies to shareholders or actual controllers through connected transactions, and the failure of directors and senior management to obtain the qualifications before performing their duties, the concurrently incompatible positions of directors, supervisors and senior executives, and the long-term vacancy of key positions, and the chairman or general manager will perform on their behalf. Circumstances such as overdue employment time.
It is also important to check whether there is a new non-standard capital pool business directly or in disguised form by the trust company through installment issuance, open-ended, multi-layer nesting, etc.; non-standard capital pools are used to undertake non-standard assets and conceal risks; for non-standard capital pools The source of business funds, underlying assets, actual use of funds, and actual risk-taking conditions have not been effectively penetrated and managed.