The "confused account" of the real estate trust funds behind the safe lock cylinder being replaced
Author: Luo Yang
Published in the 1068th issue of "China News Weekly" magazine on November 14, 2022
A phone call on October 21 left Li Yang completely dumbfounded.
The investment manager on the other end of the phone told Li Yang, "The lock cylinder of the safe was changed, and the money in the account was taken away."
On the same day, investors received the "Second Interim Management Report of the Zhongrong-Fengteng No. 83 Collective Fund Trust Plan" (referred to as the "Second Interim Report").
According to the report, in September 2022, the trustee (Note: Zhongrong Trust) discovered that the lock cylinder of the safe storing the co-managed items such as the property seal, certificate and seal of Wuhan Tazi Lake jointly kept by the trustee and Sunac was replaced, and the safe could not be Open.
In addition, about 1.14 billion yuan of funds in the supervision account of the pre-sale funds of Tazihu Real Estate were transferred away.
Among them, 13.43 million yuan was transferred to the account of Wuhan Sunac Foundation Holding Group Co., Ltd., and the remaining about 1.12 billion yuan was transferred to the special account for the Tazihu project established by the Tazihu Sub-district Office of the People's Government of Jiang'an District, Wuhan City.
Subsequently, relevant screenshots of the "Second Interim Report" circulated on the Internet, placing Zhongrong Trust and Sunac China under the spotlight.
At present, both parties involved have made it clear that funds have been transferred, and the transferred funds are under government supervision.
The conflict between the two sides has become public.
A person close to Sunac told the media that the management of relevant fund accounts is under the supervision of relevant departments, and the funds will also be used to secure the handover of the building.
Zhongrong Trust sources said that the company has reported to the public security organs and completed the seizure of the remaining 10% stake in Tazihu Real Estate and the remaining unsold construction in the Park Grand View project.
At present, the funds are in government-supervised accounts, and under the overall coordination of the government, the rights and interests of clients will be protected to the greatest extent possible.
On November 9, on the latest development of the incident, Zhongrong Trust exclusively responded to China News Weekly: "Our company has negotiated with Sunac on the solution, and has not yet received any feedback from Sunac. At the same time, our company has repeatedly Reported the situation to the relevant government departments in Jiang'an District, negotiated and submitted a solution to the delivery of the Park Grand View project and the realization of the interests of investors in the trust plan, and it still needs a special government team to coordinate all parties to advance the solution."
Sunac did not respond to China News Weekly.
High-quality projects explode
"Zhongrong-Fengteng No. 83 Collective Fund Trust Plan" (abbreviation: "Zhongrong-Fengteng No. 83") was established on March 31, 2021, with a renewal scale of 3.6545 billion yuan.
Zhongrong Trust is the trustee and cooperates with Sunac in equity income right investment.
It is understood that the funds of "Zhongrong-Fengteng No. 83" are used for the development of K1 Phase I and K2 of the "Sunac Center Wuhan No. 1 Courtyard" (referred to as "No. 1 Courtyard") project in Wuchang District, Wuhan City.
Initially, "Zhongrong-Fengteng No. 83" provided mortgage guarantees with the land use rights of the K3 plot held by Wuhan Tazihu Real Estate and 283 sets of commercial offices in the fifth phase of Rongke Tiancheng, with an estimated value of 6.6 billion yuan and 11.43 million yuan. billion.
"The target project has excellent qualifications among products of the same type, the yield is higher, and the location of the product collateral is also very high-quality. The product is expected to be very good." "Zhongrong-Fengteng No. 83" will be opened in April 2021 Soon after, Li Yang invested several million yuan and bought the product, a Class B trust.
According to reports, "Zhongrong-Fengteng No. 83" is divided into two categories, of which the term of Class A trust does not exceed 24 months.
Class B does not exceed 12 months, the performance comparison benchmark is 7.2%/year, and the original investment exit date is April 23, 2022.
However, until April 28, Li Yang did not see any income being recorded, and only received the "Interim Management Report of Zhongrong-Fengteng No. 83 Collective Fund Trust Plan" from Zhongrong Trust.
According to the document, the trust product will automatically enter the extension period, which will be extended for 11 months, and the benchmark for performance comparison of Class A and Class B will be unified at 7.5%.
According to the "Interim Management Report", as of the announcement date, Huichang Real Estate and other related parties have not fulfilled their obligations to pay the investment principal and investment income as agreed, and the guarantor has not fulfilled the guarantee. It is expected that the beneficiary's trust interests cannot be fully distributed as scheduled. .
The reporter was informed that, in fact, as early as the end of December last year, there had been news that "Zhongrong-Fengteng No. 83" could not be repaid as scheduled.
At that time, Li Yang learned from the industry that "the payment due to the project is not so optimistic." By March this year, Li Yang had some answers in his heart: "There is a high probability that it will not be able to pay."
Li Yang recalled that after the "Interim Management Report" came out, he communicated with the wealth management manager many times on the issue of fund supervision, and the other party would give feedback in time, but basically it was about the status of the project itself, "They did not respond positively to the questions I raised. Moreover, the extension plan was directly informed to me, and there was no beneficiary meeting."
It is worth noting that in addition to individual investors, there are many listed companies that "step on thunder" this trust product.
In June this year, when Jihua Group disclosed overdue trust information, it said that it had invested 30 million yuan in "Zhongrong-Fengteng No. 83".
"The comprehensive mortgage rate of the trust is less than 50%, and the funds will be recovered successively after the period. Up to now, the remaining uncollected funds are 1.6591 million yuan."
At least, Jihua Group recovered 94% of the principal, while another listed company, Tower Group, was not so "lucky".
At the end of April this year, Tower Group disclosed in an announcement that it had subscribed for "Zhongrong-Fengteng No. 83" for 10 million yuan.
The reporter estimates that as of April 28, Tower Group has received a total of 1.2927 million yuan in the principal and investment income of the trust product, which is still far from the principal of 10 million yuan.
"At the beginning of this year, we heard the news that Sunac's commercial tickets began to default, but the project did not see any problems before the default extension at the end of April. During this period, the financial managers of the project in various places also asked the project department many times and got the answer. All projects are operating normally." Tian Han told China News Weekly that she had previously invested 3 million yuan in "Zhongrong-Fengteng No. 83".
It is reported that "Zhongrong-Fengteng No. 83" will regularly disclose project reports every quarter. The first quarter report of 2022 and the "Interim Report" will be released at the same time period. Before that, the second and third 2021 reports have been released. , Fourth quarter regular report.
"Before the extension was proposed at the end of April, the regular management reports disclosed by Zhongrong Trust showed that the project was normal." Tian Han said.
Li Yang also said that previous reports showed that the target project was operating normally, but in the end he said that the investment principal and income could not be paid.
This also makes many investors puzzled: "One House" is developing and selling normally, but it still needs to be extended. Where does the house sales go?
Where did the money go?
The target project of "Zhongrong-Fengteng No. 83" - "No. 1 Courtyard" K1 Phase I and K2 plots are located in the area between Shahu and Chuhe Han Street in Wuchang District, Wuhan.
As early as December 2010, Wuhan Shangwen Real Estate Development Co., Ltd. (referred to as: Shangwen Real Estate) won the Yaojialing Urban Village Reconstruction Project for 1.783 billion yuan, with a total of six plots K1~K6.
After a series of operations such as transfer and shareholding, Shangwen Real Estate Holdings Co., Ltd. and Wuhan Hefulianyin Real Estate Development Co., Ltd. (referred to as "Hefulianyin") established in 2010 have become users of land such as K1, K2, K3, and K6. .
In 2016, the investor behind Wuhan Huichang Real Estate Investment Co., Ltd. (referred to as "Huichang Real Estate"), another shareholder of Hopewell Union Bank, changed, and Sunac entered the market, and the "One Courtyard" project began to be put on the agenda.
In the end, Hefulianyin became the "One Courtyard" project company, with Huichang Real Estate holding 90% of the shares and Shangwen Real Estate holding 10%.
It is reported that "Zhongrong-Fengteng No. 83" invested 4.9302 billion yuan to hold the equity income rights corresponding to 90% of the equity of Hefulian Bank, and the funds will be used by Huichang Real Estate for the subsequent development and construction of the target project.
In 2020, the operating income of Hefu Union Bank was 4.927 billion yuan, and the net profit was 2.158 billion yuan.
The reporter learned that the "One Courtyard" project is located in the central area of the city and the inner ring of Wuhan. It is a high-end brand project of Sunac. It has obtained four certificates. It is planned to be residential and some commercial, with a total investment of 14.398 billion yuan.
According to data from Wuhan Housing Security and Housing Administration, Yaojialing Village’s urban village reconstruction plots K1 and K2 obtained construction planning permits in 2019 and 2017, respectively. Currently, the number of houses is 858 and 1,555, and 710 have been sold. , 1345 sets.
In terms of house prices, Shell Search shows that from October 2021, the average house price of "One Courtyard" will always be above 40,000 to 50,000 yuan, while the average price of Chuhe Han Street is up to 32,500 yuan.
According to CRIC data, from January to June 2021, Wuhan No. 1 Court ranked first in the sales list of high-end residential buildings with a total price of more than 6 million yuan per unit in Wuhan, with a sales amount of 3.341 billion yuan.
Jihua Group said in an announcement that the project has been sold since March 2021 after obtaining the pre-sale license, and the disposal rate is 66% so far.
The detoxification of the project is in good condition.
All kinds of data show that the "One Courtyard" project has a good sales volume, but the doubts of investors such as Li Yang are as Tian Han said, "This real estate is considered a luxury residence in Wuhan. As of now, most of the suites have been sold out and handed over. According to the project's return The funds have long been sufficient to cover the trust principal and income, and should have been returned to investors in advance or on schedule."
The internal unsigned and stamped document "Fengteng No. 83 Questions and Reply List" (referred to as "List") obtained by the reporter made some responses to the doubts of Li Yang and others.
It is pointed out that the trust plan adopts the method of core control of the mortgage rate, the mortgage rate meets the requirements, and the supervision and closed operation of the K3 plot of Tazihu Lake is added to control cash flow.
"Our company signed the "Vambling Agreement" with Huichang Real Estate and Hefu Union Bank, and Huichang Real Estate's project company's project sales receipts are the performance gambling indicators, that is to say, if the gambling requirements are not met, our company has the right to ask Huichang Real Estate to acquire The right to the underlying equity interest or to make up the investment income. The project company itself is not obliged to pay, and our company does not supervise the company's sales receipts." The "List" mentioned.
Zhongrong Trust also told "China News Weekly" that the trust plan also did not stipulate the supervision of the sales collection of the "One Courtyard" project developed and constructed by Fulian Bank.
When the trust plan was initially established, risk control has been carried out through the establishment of full asset mortgage guarantees and group guarantees.
The above transaction structure and details have been expressly agreed in the trust contract and promotion materials.
But Tian Han couldn't accept the statement that "there is no supervision on sales receipts".
The "Zhongrong-Fengteng No. 83" contract she signed stipulates that Zhongrong Trust, as a financial investor, does not participate in the daily operation and management of the project company and the development and construction of the target project, but has the right to invest in the target project. Supervise the development and construction of the project company and supervise the operation and management of the project company.
"As the trustee and manager, the trust company is responsible for due diligence, prudent verification, supervision and management of the invested projects in the process of fundraising, investment, management and withdrawal. Obviously, from the perspective of information disclosure, the trust company has not fulfilled its diligence and due diligence. Obligation, there are behaviors that damage the interests of investors." Song Jing, a lawyer from Beijing Jingshi Law Firm, analyzed the "China News Weekly".
According to Article 94 of the Minutes of the National Court Civil and Commercial Judgment Work Conference: "The client of an asset management product requests the trustee to bear the liability for damages on the grounds that the trustee has damaged its legitimate rights and interests by failing to perform its duties with due diligence and treating customers fairly. , the trustee should provide evidence to prove that it has fulfilled its obligations. If the trustee cannot provide evidence to prove that the client requests it to bear the corresponding compensation liability, the people's court shall support it in accordance with the law."
Generally speaking, the trust company invests the capital, the project company will set up a capital account, and the trust company will supervise.
"When the trust supervises the funds of the real estate project, it will appoint directors to the project company and dispatch on-site financial personnel to jointly manage the seal, certificate and license; all supervision accounts and other accounts of the project company are reserved for the designated trust seal, and the account must be paid out one by one. Review and agree." Song Jingyi said.
According to Yang Yi, a senior practitioner in the trust industry, the disbursement process of project funds should be that when the developer has a demand for funds, all the internal approval processes need to be followed. When the trust company thinks it can lend money, the official seal and online banking hardware equipment under the joint management will be allocated. transfer funds.
In addition, the reporter learned that some trust products invested in real estate projects will retain the existing house sales funds in proportion in the account.
Yang Yi told China News Weekly that the precipitation ratio of existing house sales depends on whether the trust company has made relevant regulatory agreements with real estate developers, the management ability of the trust company, and the gaming ability of subsequent trust managers.
There are huge differences between different companies and different managers.
Moreover, the current sales of existing homes are not the norm, and they are mainly based on off-plan houses.
Li Yang suspected that Zhongrong Trust did not supervise the capital account in place, resulting in the "One House" housing sales receipts not being paid to investors first. As for where the money went, "it is already a confused account."
"When real estate developers become more and more popular in the capital market, they will become very 'party A', and some trust companies will make some compromises in order to invest in projects, and will be in a weak position in terms of capital supervision. When it comes to risk, it is actually equivalent to exposing trust investors to risk exposure." Yang Yi said.
When the real estate market continued to decline, disputes over financial supervision between financial institutions and real estate companies began to surface.
Especially when more and more local governments take "guaranteeing the delivery of buildings" as the top priority of the current real estate market, limited funds and the protection of trust investors' rights and interests begin to conflict.
Deferred payment promises 'further extension'
"The "Interim Report" at the end of April proposed an extension. If you do not accept it and seek legal means, the cost is relatively high. In addition, it is very important for investors to agree to the extension. The project has increased collateral." Li Yang said.
The reporter found from the "Zhongrong-Fengteng No. 83 Collective Fund Trust Plan Regular Management Report for the First Quarter of 2022" that in addition to the two collaterals mentioned above, "Zhongrong-Fengteng No. 83" also added Tianjin There are a total of 49 land use rights mortgages in Xingyao Wuzhou, Balitai Town, and two commercial land use rights mortgages on the southern coast of Dalian Development Zone.
In addition, in terms of equity pledge, the new Henan Congyuan Enterprise Management Consulting Co., Ltd. 663,300 yuan equity pledge guarantee, Henan Sunac Yuanhui Enterprise Management Consulting Co., Ltd. 1,159,030 equity pledge guarantee, and Wuhan Tazihu Real Estate Co., Ltd. 10% equity pledge guarantee.
Yang Yi told China News Weekly that some trust companies skilled in real estate projects tend to value the pledge itself, and some even ask for equity.
"When there is a risk, if you have equity, you can master the management of the project company, and you will have more bargaining power with the developer in the future. Moreover, equity disposal is more convenient than collateral, and it is a more economical way to deal with it."
According to the unsigned seal obtained by the reporter and the internal document "Fengteng No. 83 Project Phased Situation Report" (referred to as "Situation Report") issued at the end of April, this project adopts the method of controlling the mortgage ratio as a whole. The total valuation is 7.33 billion yuan, and the comprehensive mortgage rate has dropped from 66% at the initial establishment to below 50%.
Jihua Group confirmed some of the contents of the "Situation Report" in the above announcement.
It said that after the trust was overdue, some new land parcels in Tianjin and Dalian were mortgaged, and the comprehensive mortgage rate was below 50%.
The current mortgage rate is sufficient.
Regarding the distribution of follow-up funds during the extension period, the "Interim Report" proposes that the sales proceeds of the Wuhan Tazihu Real Estate Project will be used to pay a certain amount of investment principal and investment income to the trustee on a quarterly basis after meeting the needs of project development and construction. , is expected to start in the second quarter of 2022.
The "Situation Report" is based on the data of the project fund income and expenditure schedule provided by Wuhan Tazihu Real Estate, and has made more detailed quarterly payment arrangements.
That is, during May-June 2022, the cash flow provided by Wuhan Tazihu Real Estate is expected to pay no less than 203 million yuan; the payment during the third quarter is not less than 524 million yuan; the payment during the fourth quarter is not less than 538 million yuan; During the first quarter of 2023, the payment will be no less than 785 million yuan.
Huichang Real Estate and related parties will pay the trustee all the remaining investment principal and all remaining investment income before March 31, 2023.
Li Yang and Tian Han both told reporters that the financial manager did say the above payment arrangement, but did not implement it.
"I believed the extension plan given by Zhongrong Trust, but Zhongrong Trust did not pay the full amount of interest at the first payment at the end of June, only paid 1.85% of the principal, and paid the principal on July 6. 0.41% of gold. The second interest payment at the end of September, not a cent." Tian Han said, which is far from the announced extension plan.
Li Yang told reporters that in the second quarter, 2% to 3% of the trust interest was shared, and in the third quarter, one point was not paid, and no quarter was paid according to the previously agreed proportion.
Therefore, at the end of September, Li Yang asked the wealth management manager about the repayment situation. Until the end of the 11th holiday, the wealth management manager replied, "There is no money at present."
Tian Han revealed, "The day before the National Day, the financial manager verbally said that they had just finished the exchange meeting and that the project had changed, but the specific announcement had to wait for the company."
Tian Han recalled that when Zhongrong Trust failed to pay investors according to the extension plan at the end of June this year, many investors realized that the project had hidden risks.
"We proposed to Zhongrong Trust Company from June to take asset preservation measures as soon as possible to ensure that the asset value can cover the funds payable under the trust plan in the event of a unavoidable change. However, Zhongrong Trust gave that there is no problem, and the collateral is sufficient to cover the payable. investor funds, etc.”
The key "pre-sale funds supervision account"
The "Second Interim Report" mentioned that "about 1.14 billion yuan of funds in the supervision account of the pre-sale funds of Tazihu Real Estate were transferred away".
The investment manager told Li Yang that in addition to the house sales, some of the funds that were taken away were used by Sunac to guarantee the delivery of the building.
Wuhan Tazihu Real Estate Co., Ltd. (referred to as "Tazihu Real Estate") is a project company, 90% of which is held by Zhongrong Trust and 10% of Wuhan Sunac Foundation Holdings Group Co., Ltd. (referred to as "Sunac Foundation"). , to develop the Sunac Park Grand View project of the K3 land in Tazihu, and the K3 land is the collateral for the large valuation of "Zhongrong-Fengteng No. 83".
Song Jingyi said that 13.43 million yuan in the pre-sale fund supervision account of Tazihu Real Estate was transferred to the Sunac Foundation account, and the money may violate the regulations.
"The first paragraph of Article 4 of the Opinions of the Ministry of Housing and Urban-Rural Development, the People's Bank of China and the China Banking and Insurance Regulatory Commission on Regulating the Supervision of Pre-sale Funds for Commercial Houses stipulates that the real estate development enterprises that have established subsidiaries shall not be transferred by the group company. The financiers of this trust plan It is Sunac Group and its affiliated companies, therefore, Sunac Foundation belongs to the 'group company category'." Song Jingyi said.
Some investors wondered whether Tazihu Real Estate's pre-sale fund supervision account is an account jointly managed by Zhongrong Trust?
Wang Wenjing, a lawyer from Beijing Dongyuan Law Firm, told China News Weekly that the above mentioned accounts are two different accounts.
The pre-sale fund supervision account is a special account for the supervision of the pre-sale funds of commercial houses that real estate development companies choose before applying for the pre-sale license of commercial houses.
All funds for pre-sale of commercial housing shall be deposited into special accounts, and the supervision bank shall implement key supervision over the key supervision quota, and give priority to guaranteeing the construction of the project.
The "Urban Real Estate Administration Law of the People's Republic of China" also stipulates that the proceeds from the pre-sale of commercial housing must be used for relevant engineering construction.
Wang Wenjing said that the pre-sale funds are planned to use nodes.
Under normal circumstances, only if the real estate developer meets the conditions, the bank will review the loan.
Otherwise, it will be difficult to withdraw the funds from the pre-sale supervision fund account.
"The establishment of a joint management account is a routine risk control method for many real estate projects. Under normal circumstances, a real estate development enterprise will set up a joint management account with a trust company to jointly keep some very important documents or official seals, so that the trust company will not affect real estate development. In the case of the company's daily operations, it can more timely and effectively supervise the use of funds by real estate development enterprises, and safeguard the legitimate rights and interests of the client." Wang Wenjing said.
Unlike the "One Courtyard" that has already been handed over, the Sunac Park Grand View project will start pre-sale in 2021 and will be delivered in September 2023.
This means that the pre-sale funds of the Sunac Park Grand View project are stored in the supervision account of Tazihu Real Estate.
Even if the funds in the supervision account of Tazihu Real Estate are not taken away, Zhongrong Trust cannot be used to pay the income of investors of "Zhongrong-Fengteng No. 83".
Song Jingyi believes that even so, Zhongrong Trust has the right to supervise the pre-sale fund account.
So, can the investor's income of "Zhongrong-Fengteng No. 83" be guaranteed?
Some investors have doubts that the collateral of "Zhongrong-Fengteng No. 83" is the K3 plot of Tazi Lake.
If the final extension period expires and the product defaults, can the investor give priority to the housing of the Park Grand View project?
Wang Wenjing told reporters that my country implements the principle of "integration of housing and land", that is, the land goes with the house, and the house goes with the place.
If it is mortgaged with the right to use construction land, the buildings on the land will be mortgaged together.
Even if the mortgagor does not mortgage the above-ground buildings together, the unmortgaged properties are deemed to be mortgaged together.
Therefore, if the debt is due and the debtor cannot repay the loan as agreed, the creditor has the right to exercise the priority of repayment and give priority to the disposal of the mortgaged land and the houses on the land.
"The documents and information in the safe are jointly managed, and the information in the safe can only be extracted with the permission of both parties. Since it is not clear who has been smashing the safe to take the information, the public security organs need to further investigate and confirm the truth. However, No matter who did it, this kind of behavior is illegal without the permission of both parties. Zhongrong called the police, it may be that the safe could not be opened. Of course, it is not ruled out that Zhongrong is for exemption." Wang Wenjing said.
It is worth noting that the "Second Interim Report" did not mention the specific date of the incident.
The reporter learned from Tianyancha that on October 20, the Beijing Financial Court completed the freezing of the 10% stake in Tazihu Real Estate held by Wuhan Sunac Foundation Holding Group Co., Ltd.
Zhongrong Trust cannot control the direction of funds in the Tazihu regulatory account, but it is an indisputable fact that it took nearly a month for Zhongrong Trust to disclose the matter to investors.
Tian Han believes that Zhongrong Trust’s move violated Article 11.2 of the information disclosure of major matters in Article 11 of the trust contract that the information was disclosed nearly a month later. The significant matter shall be disclosed to the beneficiary in the manner specified in the Trust Contract, and the response measures taken by the trustee shall be submitted to the beneficiary in writing within 7 working days from the date of disclosure.”
"Tazihu Real Estate, as the mortgagor, the transfer of funds from its supervision account is a manifestation of the deterioration of the financial situation of the counterparty, and it is very likely that the trust assets will suffer heavy losses. Of course, it is a major event, and it should be taken from the date of the event. Information disclosure will be made in a timely manner within 3 days." Song Jingyi analyzed.
So far, Li Yang has only received 8% of the invested principal.
He had a bad hunch, "Now that the investment income is not distributed, can I expect to pay off the money according to the distribution plan next year?"
"If the trust plan is forced to be postponed, investors can report to the China Banking and Insurance Regulatory Commission to investigate the fact that the trust company has violated regulations, and the trust company should provide evidence on the direction of capital investment, whether it violates the obligation of diligence, and information disclosure. Those who fail to fulfill their diligent and responsible management obligations will have to compensate investors for their losses." Song Jingyi said.
In addition, Li Yang is also worried about a worse situation: "'Sunac Park Grand View' is also a relatively good project. If the funds are used to guarantee the delivery of the building, after the revitalization, the subsequent delivery of the house will have the sales proceeds, which may be able to make up for it. Some losses. But if the funds are used for other purposes instead of repaying investors' trust interests, it will make the situation worse."
Tian Han also only got 7.9% of the principal. She expects Zhongrong Trust to hold a beneficiary meeting. "It's over with a single announcement, and I can't accept such a disposal method."
(Li Yang, Tian Han and Yang Yi are all pseudonyms in the text)
"China News Weekly" 2022 Issue 42
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