For investors in the securitization business of financial leasing assets, the most fundamental guarantee for the safety of investment funds is that the financial leasing company can recover the rent in full and on time. There are many factors that affect the financial leasing company to recover the receivable financial leasing money, such as the financial leasing company's credit standing, operating status or management ability. However, the authenticity of the financial leasing project is the biggest premise to ensure that the securitization business of financial leasing assets can recover the rent in full and on time.
At the end of 20 15, the fermentation of e-leasing event had a very serious negative impact on the whole industry and affected the healthy development of the whole financial leasing industry. On July 20 14, "e-rent treasure" went online and was seized on February 20 15. The "Yucheng Department" criminal suspects used high interest as bait to fabricate financial leasing projects, and continued to illegally absorb a large amount of public funds through borrowing new ones and returning old ones, and self-guarantee, with a cumulative transaction amount of more than 70 billion yuan. "E-Rent Bao" created a huge Ponzi scheme by using three ways: fake project, fake tripartite and fake guarantee. The business model of its application is that the financial leasing company under Yucheng Group first signs an agreement with the project company, and then issues a financing tender in the form of creditor's rights transfer on the "e-rental treasure" platform; After financing, the project company pays the rent to the financial leasing company, and the financial leasing company pays the income and principal to the investors after receiving the rent. Under normal circumstances, the financial leasing company earns the project spread, and the platform earns the agency fee.
But "e-Lease" fictionalizes projects on the platform of "e-Lease" by acquiring enterprises or registering shell companies. Of the 207 leasing companies verified by the police at that time, only 1 had real business contact with Yucheng Leasing. Not only that, Yucheng Group also directly controls three guarantee companies and one factoring company to provide guarantees for the "e-rental" project. Financial leasing companies introduce relevant guarantee institutions, which greatly reduces the actual effectiveness of the guarantee. When there are actual risks in the project, the creditor's fund recovery faces greater risks.
Therefore, only when the financial leasing project is true and the lessee signs a contract with the financial leasing company can the lessee be legally obliged to pay the rent, and the principal and interest security of investors in the securitization of financial leasing assets can be truly guaranteed.
Second, the underlying assets may face the risk of repeated mortgage financing.
When irregular financial leasing companies use asset securitization for financing, it may also bring another behavior that endangers the safety of investors' funds, that is, using the same financial leasing assets for repeated financing. For example, some rents receivable that have been transferred to banks or other financial institutions for financing will appear when they are transferred to SPV as the basic assets of securitization products of financial leasing assets without being released from pledge. This kind of risk is generally small, because when undertaking this kind of business, lawyers will check whether the basic assets in the pool are pledged. However, if products with circular structure are involved, such risks will increase, because lawyers may not verify them one by one, but will conduct some forms of review according to the asset pool standards at the time of filing. In this case, this kind of risk control will mainly depend on whether the plan manager can screen new compliance basic assets according to the prudent principle. Another risk is that the financing lease money, which has been used as the underlying basic asset of securitization of financing lease assets, is repeatedly mortgaged for other financing.
The biggest harm of repeated financing is that the value of the asset itself cannot cover the financing amount, even far below it. If there is a risk, the proceeds from asset disposal cannot cover the financing amount, and the investor's principal and interest will be damaged. At present, the Credit Information Center of the People's Bank of China has set up a special movable property financing registration service agency "Zhongdeng.com", and formal financial institutions will register in Zhongdeng.com when transferring accounts receivable. Registration has two purposes. One is to prove the authenticity of assets, and the other is to prevent the same accounts receivable from being repeatedly financed.
Prudent plan managers will check whether the rent receivable has been transferred to other financial institutions or internet financial platforms at the meeting when undertaking the securitization business of financial leasing assets. If this situation does not exist, the plan manager and the financial leasing company will take the initiative to register the asset transfer in Zhongdeng.com after they decide to undertake the asset securitization business, so as to avoid the financial leasing company from using the same financial leasing assets for repeated financing. However, in the actual business operation, most of the basic assets of financial leasing undertaking asset securitization are scattered and the number of transactions is large, so it is impossible to register them one by one. Only when the rights are perfect will the registration be supplemented when some risk events occur, and there are certain risk loopholes.
Third, the risk of taking the income right of financial leasing real estate as the basic asset.
Although in practice, the scope of leased property in financial leasing is very wide, there is no provision on the scope of leased property in China's legal documents. Only the Administrative Measures for Foreign Investment in Leasing Industry (hereinafter referred to as the Administrative Measures) lists the scope of leased assets, all of which are movable property (including intangible assets attached to movable property), not real property. Whether foreign financial leasing companies can use real estate as the lease item of financial leasing transactions is controversial. One is that administrative measures are not laws and should not be a factor affecting the effectiveness of contracts. The other holds that foreign-invested enterprises are special enterprises and need to be approved according to law before they can be established, so their operations need to be within the scope of approval.
If the court finds that the property is not suitable for lease, it will often find that the established transaction is a loan relationship, so the loan legal relationship should be applied, and the arrangement made for financial leasing may not be protected in the loan relationship, which is one of the risks that financial leasing companies face in undertaking real estate business.
At the same time, foreign financial leasing companies and domestic financial leasing companies also have legal defects in taking "real estate income right" as the basic asset of asset securitization. In practice, for example, issuing financial leasing asset securitization products based on real estate such as roads, bridges and dams can only be carried out in the form of sale and leaseback. A securitization project of financial leasing assets based on the real estate of power station dam failed to pass the examination of the exchange after reporting, indicating that the regulatory authorities did not recognize this kind of basic assets very much. The main reasons why real estate financing lease is not suitable as the basic asset of asset securitization are as follows.
1. "Real estate income right" is neither a property right nor a creditor's right. Can not be incorporated into the existing civil law system, does not constitute a right, can not clearly define its scope and boundaries. Therefore, it does not have basic assets, but should have specific characteristics.
2. As a special planned asset (basic asset) of asset securitization, "real estate income right" cannot be independent of the original owner's inherent assets (real estate) and divorced from the enjoyment of real estate's own rights (or ownership, or usufructuary right, or lease right). The usufructuary right of real estate itself cannot generate income or cash flow. For example, a hydropower station is divided into different leaseholds such as dams and generator sets, and the dams and generator sets are used as leaseholds to undertake different asset securitization products, so these separate leaseholds cannot be sold and disposed of, and cannot provide any guarantee for financial lease accounts receivable, so they do not meet the requirements of financial lease asset securitization to recover funds by disposing of collateral.
3. The "real estate income right" does not belong to movable property, and it is impossible to realize the right transfer to the special plan by transferring possession in the Property Law; The "usufruct right of real estate" is not real estate, so it can not be transferred to the special plan through registration in the Property Law (that is, registration of rights change under the name of the special plan). Such as highways, dams, etc. As a leasehold, the real value of such basic assets is the corresponding land, but the corresponding land cannot be transferred to SPV with the right of real estate income.
4. It is also difficult to regard "real estate usufruct right" as the subject matter of sales contract and trust property, because legally speaking, the conclusion and performance of sales contract, the conclusion of trust contract and the delivery of trust property by the client are all legal acts, and one of the effective elements of legal acts is that the subject matter must be possible, certain and appropriate. As "usufructuary right" is difficult to specify, transfer and deliver, and it is difficult to be used as the target of sales contracts and trust property, even if "usufructuary right" is applied to trust mode, it is not suitable as the basic asset of securitization of financial lease assets.
At present, financial leasing companies undertaking real estate financial leasing business have sufficient motivation to finance through asset securitization business, but "real estate income right" is not suitable as the basic asset of financial leasing asset securitization. Real estate financial leasing business is not strictly financial leasing business, but more like credit business. The main risk is credit risk, so we need to consider using other credit enhancement measures to avoid related risks. If the financial leasing company is only for financing, it should consider other financing channels, and there is no need to apply asset securitization for financing.
Iv. Channel asset securitization business faces operational risks of financial leasing companies.
Taking the financial leasing company as the channel and the bank as the entrusting party as an example, the generally adopted method is non-recourse factoring, that is, the bank recommends the financing customer to the financial leasing company, the financial leasing company signs a financial leasing contract with the financing customer, and then factoring the accounts receivable to the bank, and the bank provides funds to facilitate the whole transaction. In this channel business, banks are responsible for the source of funds and the security of assets.
But the only difference is that the financial leasing projects of financial leasing companies are not independent. Although the accounts receivable of the financial leasing company have been sold to the bank, the ownership of the leased property still belongs to the financial leasing company. Once the financial leasing company itself is not well managed, this part of the leased property will also be seized as the assets of the financial leasing company, resulting in the lessee (the customer of the bank) not being able to operate normally, and the bank can only be forced to intervene in the disputes of the financial leasing company. The safe recovery of creditor's rights is facing great risks caused by the financial leasing company itself. In addition, as a channel business, due to the fierce competition in the financial leasing industry, the channel fee is low. Although the leasing company does not take risks on the assets formed by the channel business, in case of default, the fund entrusting party will generally take the lead in the follow-up collection and other work, and the non-performing assets will be included in the statistics of the leasing company. Therefore, leasing companies have no dominant position in risk management and control.
Verb (abbreviation for verb) Risk of weak shareholder background
According to the management regulations, the financial leasing company shall maintain normal production and operation activities or provide reasonable support during the existence of the special plan, and provide necessary guarantee for the expected cash flow of the underlying assets.
Generally, the original owners and asset service agencies of financial leasing asset securitization projects are the financial leasing companies themselves. Most financial leasing companies undertake the commitment to make up the difference in financial leasing asset securitization projects, or provide the commitment to replace or buy back unqualified assets. The professional ability and risk control ability of employees are very important for the stability and sustainability of their business operations. The financial leasing company not only undertakes the post-loan service responsibility during the existence of the financial leasing basic assets, but also undertakes the loss recovery service responsibility of the financial leasing basic assets. Whether these professional qualities can meet the requirements of the special plan is related to the amount and stability of the expected cash flow.
The financial leasing business has not risen for a long time in China, and many financial leasing companies have been established for a short time. The operating data of the financial leasing industry is seriously lacking, which brings certain difficulties to the prediction of the loss rate and recovery rate of basic assets, especially for small and medium-sized financial leasing companies that have not been established for a long time. The stability and continuity of its operation have a great influence on the reliability of cash flow generated by the underlying assets. Small and medium-sized financial leasing companies with strong shareholder background have better operational stability and more guarantee for the repayment of principal and interest of asset securitization.
Mature large financial leasing companies have occupied traditional advantageous industries. Newly established financial leasing companies, especially small financial leasing companies, find it difficult to do business, so they can only find new characteristic businesses to open up the market. At this time, shareholders' industrial chain customers can provide rich customer resources for financial leasing companies and promote their development. A strong shareholder background can provide business support, financial support, reasonable strategic positioning and strict risk control measures for the operation of financial leasing companies, which all provide an important guarantee for the repayment of principal and interest in securitization of financial leasing assets.
The risk of leasehold by intransitive verb lessee
During the existence of the special plan, the lessee's withdrawal of the lease will increase the current cash flow of the underlying assets, but it will reduce the future cash inflow of the underlying assets, which may lead to the cash inflow of the special plan being lower than the expected cash flow during the specific rent recovery period in the future, and the repayment of principal and interest of the fixed amortization priority asset-backed securities may be affected; For the over-amortized priority asset-backed securities, the current interest may have an impact.
7. The establishment of circular purchase structure may face the risk of insufficient basic assets or deterioration of quality.
Some financial leasing asset securitization projects have designed the transaction structure of circular purchase. Because the scale of the basic assets used for circular purchase after the establishment date of the special plan has not been finalized, there is some uncertainty in the matching of the scale and term of the basic assets. Therefore, at each cycle purchase date and time point, the balance of assets available for cycle purchase in the special plan account may be larger than the scale and duration of the basic assets available for cycle purchase provided by the financial leasing company, or the quality of assets available for cycle purchase in the special plan account is inferior to the quality of assets initially put into the pool at each cycle purchase date and time point, leading to the risk that the special plan assets cannot be fully used for cycle purchase during the cycle purchase period, or the risk that the quality of basic assets purchased for cycle purchase will deteriorate.
Eight, the risk of high concentration of basic assets industry
Financial leasing companies mainly engaged in real leasing business will generally deepen one or several industries, develop upstream and downstream customers in the industrial chain, and provide industrial chain financing. Compared with banks and other financial institutions, financial leasing companies are highly specialized in one or several industries, but compared with loans issued by banks and other financial institutions, the leased assets formed by financial leasing companies are highly concentrated and poorly dispersed. Especially in those industries closely related to the economic cycle, once the macro-economy enters the downward cycle, the overdue rate of financial leasing asset securitization products will increase greatly, and the probability of turning overdue into bad will also increase greatly. Therefore, the relatively high industry concentration of the basic assets into the pool makes the securitization products of financial leasing assets face higher industry concentration risk.
Nine. Concentration risk caused by high proportion of single basic assets
Although the plan manager and the original owner will consider controlling the proportion of outstanding principal balance of a single leased asset and the proportion of leased assets in different industries as much as possible when screening the basic assets, the number of basic assets in the asset pool of some financial leased asset securitization products may be around 10, and each basic asset corresponds to a lessee, and the proportion of a single basic asset to the total assets may be high, which has a great impact on the overall rent recovery of the asset pool. Generally, the risk is mitigated by the following two measures: first, the original owner or the original owner's parent company provides the difference payment commitment; Second, increase the secondary ratio through large-scale pressure test and other measurement methods. Generally, the original owner will hold all the sub-prime asset-backed securities and bear the risk brought by the loss of the asset pool first, so the original owner has a strong will to fully manage the risk of the asset pool due to due diligence.
X. The high correlation between creditors and debtors may lead to the concentration of default risk.
A financial leasing company may provide financial leasing services to its shareholders or shareholders' affiliated enterprises. This kind of business belongs to related party transactions, and the amount of related party transactions is limited. Generally speaking, it depends on the restrictions of regulators and financial leasing companies themselves. The financial leasing company's own restrictions are generally stipulated in the company's articles of association, and the related party transactions do not exceed the scale; The Ministry of Commerce has a related party transaction system for the financial leasing companies under management, but there is no restriction on the specific scale.
In the basic asset pool of some financial leasing asset securitization projects, the lessees are mostly affiliated enterprises and the same actual controller, so the associated risk is high. The original owner and lessee of the basic assets are also enterprises controlled by the same controller, with high correlation and concentrated default risk.
To sum up, there are many risk concerns in the securitization rating of financial leasing assets. The above is just to sort out the main risk concerns and make a detailed analysis in combination with certain cases. With the continuous innovation of financial leasing asset securitization products, the risk particularity of this kind of asset securitization will be summarized through more abundant cases in the future.