After the regulatory policy tightened the transfer of credit assets and interbank payment, the transfer of trust beneficial rights gradually became a new hot spot in the asset business of commercial banks. The asset management cooperation among banks, banks, securities and bancassurance is getting deeper and deeper, and cross-institutional and cross-market transactions are more frequent. The horizontal flow of funds between markets greatly improves the difficulty of identifying and preventing financial risks. Effectively integrating segmented data and information, reducing regulatory arbitrage space, speeding up the process of asset securitization, and establishing and improving macro-prudential management with the goal of the stability of the entire financial system should be the only way to cope with the ever-changing asset management business of commercial banks.
Second, the related research on the transfer of trust beneficial right.
The transfer of trust beneficial right refers to the transfer of the trust beneficial right enjoyed by the trust beneficiary to the transferee through agreement or other forms. After the transfer of the beneficial right of the trust, the transferor no longer enjoys the beneficial right, and the transferee enjoys the beneficial right and becomes the new beneficiary of the trust. Article 48 of the Trust Law stipulates that the beneficiary's trust beneficial right can be transferred and inherited according to law. The transfer of trust beneficial right has a long history in the economic field of China. For example, in 2003, China Huarong Asset Management Company used the transfer mode of trust beneficial right to dispose of domestic non-performing assets, but its rapid development was due to the massive intervention of 20 10 to 20 12 bank funds. Beneficial right of bank investment trust is the innovation of asset business and intermediary business of commercial banks, and its emergence and development can be explained by financial innovation theories such as restraint induction, evasion of supervision and system reform.
III. Transfer of beneficial right of trust: the financing case of a commercial bank's Geology and Mineral Group.
(a) business processes
A mining group is a credit customer of the local city commercial bank (referred to as Bank A for short), and applied for a loan of 2.8 billion yuan from the bank on 20 12 and 12 to invest in mining coal resources. The enterprise is a wholly-owned subsidiary of the Provincial State-owned Assets Supervision and Administration Commission, with good credit standing, operation and financial status, and strong repayment ability and guarantee ability. Being a high-end customer of Bank A, Bank A decided to meet its capital demand. However, Bank A has various concerns about this credit. First, the total loan of Bank A is less than 30 billion yuan, and the credit of 2.8 billion yuan will touch the regulatory red line that the largest single customer loan ratio of CBRC shall not exceed 65,438+00%. Second, the risk weight of loan assets is high, and direct loans will greatly reduce the capital adequacy ratio. In order to stabilize customer resources and pursue capital gains, Bank A must circumvent the above constraints. The method adopted by Bank A is that trust companies, brokers and other banks (referred to as Bank B) build financing channels between investors and financiers on the platform of trust beneficial rights. The transaction mainly involves five subjects, namely, Bank A, Bank B, brokers, trust companies and geological and mineral groups. Under the condition that the specific contents of the transaction, profit distribution, risk bearing and rights and obligations of all parties are agreed in advance, the five parties shall
Conduct the following transactions:
1. Asset management of contracted securities companies. Bank B, as the principal, signed a directional asset management contract with the brokerage firm, requiring the brokerage firm to set up a directional asset management plan C, agreeing to invest 2.8 billion yuan in the plan, and requiring the brokerage firm to invest according to the investment instructions of Bank B. ..
2. Establish a trust plan. As the manager of the directional asset management plan C, the brokerage firm signed the Trust Contract for Single Fund Investment of Equity Income Right of ×× SDIC Group with the trust company according to the instructions of Bank B, and entrusted 2.8 billion yuan of funds to the trust company. After the trust contract came into effect, the trust company and the Bureau of Geological Exploration signed the Contract for the Transfer and Repurchase of the Equity Income Right of Geology and Mineral Resources Group, and transferred the income right of 0/00% equity of Geology and Mineral Resources Group with full trust funds for a period of two years. During the duration of the contract, the trust company participates in the profit distribution of the geological and mineral group with its transferred equity income right. The trust is self-beneficial, and the brokerage firm obtains the beneficial right of the trust on behalf of the directional asset management plan C managed by it.
3. Establish wealth management products. Entrusted by Bank A, Bank B issued a single institution's non-guaranteed floating income wealth management product, and raised 2.8 billion yuan from Bank A. After the establishment of the wealth management product, Bank B invested the wealth management funds in the directional asset management plan C. Since the investment target of the asset management plan C is a self-beneficial trust product, the wealth management products of Bank B actually invested in the trust beneficiary right. At this point, 2.8 billion yuan of bank A funds entered the account of Geology and Mineral Group Company through layer-by-layer circulation, and the financing process ended. From the specific transaction process, all the contracts of this business, including the investment instruction of directional asset management plan C, were signed and issued on the same day, and the transfer of funds between Bank A, Bank B, brokerage and trust company was also carried out on the same day. B Banks, brokers and trust companies did not use their own funds. The specific transaction link is shown in figure 1.
The role of each trading entity
Although the above trading chain involves many subjects and the trading links are complex, the essence of the transaction is that the Geology and Mineral Group obtains credit funds from Bank A by way of equity pledge. The lengthening of the trading chain and the arrangement of the trading structure cover up the real trading purpose, which leads to the dislocation of the actual roles of each trading subject.
1. Bank: Formal investment is actually a loan. Bank A is the initial link and actual investor of the transaction. Through the cooperation curve with Bank B, securities firms and trust companies, we can meet the financing needs of Geology and Minerals Group, and achieve three things in one fell swoop: first, consolidate the cooperative relationship with Geology and Minerals Group, second, free up the credit line for lending to other enterprises, and third, reduce the risk coefficient of this asset business from 65,438+000% to 20% of the creditor's rights of financial institutions to avoid the impact on the capital adequacy ratio. As both customers and projects are selected by Bank A, Bank B clearly pointed out in the agreement on wealth management products signed with Bank A that Bank B does not guarantee the principal and income of wealth management products, and Bank A should fully investigate and understand the repayment ability and operating conditions of Geology and Minerals Group, and ask Bank A to issue a receipt letter of trust project risk commitment, so Bank A finally assumed the financing risk of Geology and Minerals Group. From the income point of view, Bank A apparently obtained the income from investment and wealth management products with the expected rate of return of 6. 15%, but this income is only a legal arrangement, and what it really obtained is the interest income from the equity pledge loan generated by the use of funds from Bank A by the Geology and Mineral Group.
2. Bank B: manage money in form, but actually cross the bridge. Under the instruction and entrustment of Bank A, Bank B set up wealth management products, raised wealth management funds and selected investment targets. The wealth management products issued by Bank B are in the form of directed asset management plan C of investment brokers, but the real investment is trust beneficiary rights. Although brokers, Bank B and Bank A have not registered the transfer of beneficial rights in the trust company, Bank A has actually become the real beneficiary of the trust plan through the wealth management products of Bank B. As a bridge in the trading chain, Bank B's income mainly comes from the sales fee of 0./kloc-0.2% of wealth management products.
3. Brokerage: Formally, the asset management actually crosses the bridge. The brokerage firm directs the asset management plan C on its behalf and entrusts the trust company to set up a trust plan. On the surface, its income comes from the trust company's use of funds, but in fact it comes from the transfer price obtained from Bank B through the invisible transfer of trust beneficial rights. The transfer price includes two parts: one is the principal of the trust plan, that is, the funds entrusted to the trust company by the directional asset management plan C are 2.8 billion yuan; The second is the premium higher than the principal of the trust plan, that is, the platform management fee charged by the brokerage firm in this transaction according to 0.08%. Because the investment target of the directional asset management plan C is designated by Bank B, the risk of the broker is very small, and the platform management fee charged by it is actually the bridge fee.
4. Trust company: trust in form is actually crossing the bridge. The trust company is a crucial link in the above-mentioned series of transactions. The establishment of the trust plan links Bank A, Bank B, brokers and Geology and Mineral Resources Group, and Bank A controls the equity of Geology and Mineral Resources Group as collateral with the help of the trust company. Because trust companies set up trust plans according to the entrustment of brokers, they don't need to bear any risks in the process of using trust funds, and only charge 0. 15% of trust fees as bridge tolls.
5. Geology and Mineral Group: Trust funds are used formally, but bank funds are actually used. The funds finally obtained by Geology and Mineral Resources Group appear in the form of trust funds, but through interlocking trading links, it can be traced back to the real source of funds is the bank. After crossing the bridge layer by layer, the capital cost of Geology and Minerals Group is 6.15%+0.12%+0.08%+0.15% = 6.5%, which is basically equivalent to a 6% increase in the benchmark interest rate of Bank A's two-year loan. The roles, risks and benefits of all parties are shown in table 1.
(3) the reflection in the financial statistics system of the central bank.
Among the above trading entities, only banks and trust companies are included in the financial statistics index system of the People's Bank of China. Among them, the purchase of wealth management products by Bank A is reflected in the statistical index "investment" of the whole subject; The wealth management products issued by bank B are reflected under the statistical indicators of "investment by financial institutions as agents" and "investment funds entrusted by financial institutions"; The beneficial right of trust company's equity is reflected in the equity index "stock and other equity" under trust assets. As can be seen from the statistical indicators, the 2.8 billion yuan financing of Geology and Minerals Group is not included in the loans of commercial banks, nor is it included in the scale of social financing as a trust loan of trust companies.
Four, the main ways to transfer the beneficial right of trust
The transfer of trust beneficiary rights is mainly divided into repurchase mode and bank financing plan investment mode, in which the operation of bank financing plan investment mode is more flexible. The above case is the evolution of the beneficial right model of investment trust in bank financial planning. In practice, in addition to providing funds for financing enterprises in the form of equity investment, trust loans are the most common way for trust companies to use assets. The two investment modes are shown in Figures 2, 3 and 4 respectively.
(A) the repurchase sales model
The operation process of the repurchase mode is that the bridge-crossing enterprise signs a fund trust contract with the trust company, entrusts the trust company to issue trust loans to the financing enterprise, and the bridge-crossing enterprise obtains the trust beneficiary right. At the same time, the bridge-crossing enterprise signed a tripartite cooperation agreement with Bank A and Bank B, stipulating that the beneficial right of the trust would be transferred to Bank A, and Bank B would buy the beneficial right of Bank A by way of repurchase and sale, and Bank A promised to buy it back unconditionally before the beneficial right of the trust expired.
(B) the investment model of bank financing plan
1. Bridge enterprise mode of bank financing plan: The operation process is that the bridge enterprise signs a fund trust contract with the trust company, entrusts the trust company to issue trust loans to the financing enterprise, and the bridge enterprise obtains the trust beneficiary right. Then the bridge-crossing enterprise transfers the beneficial right of the trust to Bank A. Bank A signs an asset management agreement with Bank B, and Bank B purchases the principal-guaranteed wealth management products issued by Bank A based on the beneficial right of the trust. In this mode, Bank B is the actual investor of the trust loan, and Bank A is the bridge.
2. Bank financing plan docking financing enterprise model: the operation process is that the financing enterprise entrusts its own property rights (such as commercial property being rented) to a trust company, and the beneficiary is its own property rights trust plan, and the bank sets up wealth management products to raise funds from individual or institutional investors to purchase the trust beneficiary rights of the financing enterprise.
Verb (abbreviation of verb) The influence of the transfer of trust beneficial right on financial supervision and macro-control.
Through the analysis of the above-mentioned cases and other trading modes, it shows that the trust beneficial right transfer business, as a cross-market and cross-domain financial product, has broken the boundaries between the credit market, the capital market and even the bond market and the insurance market, bringing economic benefits to all parties to the transaction, improving the efficiency of resource allocation and achieving synergy, but also bringing adverse effects to supervision and macro-control.
(1) The transfer of trust beneficial right is a regulatory arbitrage for commercial banks to evade the new rules of bank-trust cooperation.
Traditional bank-trust cooperation is a trust plan in which banks directly invest wealth management funds in trust companies, and trust companies distribute funds to financing enterprises in the form of trust loans, or use them to purchase off-balance sheet credit assets and bill assets of commercial banks. In order to prevent commercial banks from moving their credit assets off the balance sheet and concealing the loan scale with the help of the bank-trust cooperation business, since 2009, the CBRC has issued a series of notices regulating the bank-trust cooperation business (Y.J.F. [2009]11,Y.J.F. [20/KLOC-0] 72.
However, the real economy with strong financing demand and the assessment system of commercial banks have prompted commercial banks to constantly innovate products to avoid supervision. The loopholes in the new rules of bank-trust cooperation provide an opportunity for banks to carry out regulatory arbitrage by means of the transfer of trust beneficial rights. First of all, the new regulations define the "bank-trust financial cooperation business" as "the behavior that a commercial bank entrusts a customer's financial management fund to a trust company, and the trust company acts as the trustee to manage, use and dispose of it according to the agreement in the trust documents", that is, the trustor of the trust plan is limited to commercial banks, and the operation mode of establishing the trust plan with a third-party non-bank institution as the main body (such as the brokerage asset management in the case) is not within the supervision scope of the new regulations; Secondly, the new regulations require that three types of off-balance-sheet assets of wealth management funds, namely trust loans, transferred credit assets and bill assets, be transferred to the on-balance-sheet assets, while the beneficiary right of bank transfer trust is not within the above-mentioned assets. Introducing more bridges and changing the design of investment targets of financial planning in traditional bank-trust cooperation products has formed the regulatory arbitrage of banks on the new rules of bank-trust cooperation.
(B) The transfer of the beneficial right of trust increases the difficulty of macro-control.
First, the beneficial right of bank wealth management products investment trust is actually to adopt the fund pool-asset pool model, build an alienated credit department outside the traditional credit business, and provide financial financing to various real economies in a non-credit way through the capital channels formed by securities companies, enterprises, trust companies and even insurance companies and financial leasing companies. This process provides operating space for loans on the balance sheet to move out of the balance sheet. Loans are measured by assets with low risk coefficient, which leads to lower regulatory standards and optimization of regulatory indicators. Second, the extension of the transaction chain has caused information asymmetry between some bridge-crossing parties and financing enterprises, and objectively, there exists the behavior of promoters using their own information resources to harm the interests of bridge-crossing parties. The unfairness and information asymmetry in the transfer of trust beneficial rights easily lead to cross-infection of risks in different institutions and markets. Third, the flow of funds is difficult to control. If we don't pay attention to the control of the transaction scale and capital flow of trust beneficiary rights, it will lead to the disguised flow of bank funds into areas restricted by credit policies such as real estate and government financing platforms, which will affect macro-control.
(3) The total amount and structure of social financing affected by the transfer of trust beneficial rights.
The statistics of social financing scale in this period include 10 indicators such as local and foreign currency loans, entrusted loans, trust loans, bonds and stock financing. Different ways of using trust funds will have an important impact on the total amount and structure of social financing. If financing is carried out by means of trust loans, it will not affect the total scale of social financing, but will change the scale structure of social financing, so that the funds originally reflected by bank loans will appear in the form of trust loans; Banks directly purchase trust beneficiary rights or indirectly invest in wealth management funds with self-operated funds, or reflect them off the balance sheet, or reflect them in indicators such as "investment" and "buying assets for resale" on the balance sheet, which are not included in local and foreign currency loans. If the trust company is not reflected in the trust loan (as shown in the case, it is reflected in "stocks and other equity"), the total amount of social financing will decrease. Since 20 1 1, the rapid growth of trust assets, especially trust loans, is inseparable from the involvement of bank funds in the transaction of trust beneficial rights. The proportion of trust loans in the scale of social financing is rising. The data shows that in 2065,438+065,438+0.28 trillion yuan of national trust loans increased, and the proportion of trust loans in the scale of social financing was 8. 1%, higher than that in 2065,438+065,438.
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