Real estate trust structure chart
Real estate trust, called "Real Estate Investment Trust" in English, has two meanings: first, real estate trust is a legal relationship in which the owner of real estate, that is, the client, transfers the ownership to the trustee for the benefit of the beneficiary or for a specific purpose, so that it can be managed and used according to the trust contract; Second, the real estate fund trust refers to the act that the trustor entrusts the legally owned funds to the trust and investment company based on his trust in the trust and investment company, and the trust and investment company invests the funds in the real estate industry for the benefit of the beneficiary or for a specific purpose, and manages and disposes in its own name according to the wishes of the trustor. This is also a widely used real estate financing method in China.
In June 2003, the central bank issued the document 12 1 to restrict the bank financing of real estate enterprises, and the real estate trust began to become a hot spot sought after by enterprises. Real estate trust refers to a kind of trust behavior in which real estate trust institutions manage, operate or dispose of real estate and related assets entrusted by clients for the benefit of beneficiaries.
2 development process
1883, the United States first established the Boston Personal Property Trust (Bost).
Shanghai international financial center
On personal property trust), but it was not until 1920 that the American investment industry developed epoch-making, which was also the result of a large amount of surplus funds held by the rich Americans after the war. After the new york stock market 1929 plunged, the US SEC began to supervise investment companies. In order to protect the rights and interests of investors, the United States has carried out a series of federal securities trading activities, and successively formulated the securities law of 1933, the securities trading law of 1934, the public utility holding company law of 1935 and the trust deed law of 1939, and formulated the investment of 1940. According to Article 4 of American Investment Company Law 1940, investment companies can be divided into three categories: face value certificate companies, unit investment trusts and management companies.
Among them, the manager company is the most commonly used among the three types of investment companies. According to Article 5 of the Investment Company Law, it can be divided into four types: closed investment companies, open investment companies, diversified investment companies and non-diversified investment companies. Massachusetts Commercial Trust Fund is the predecessor of Real Estate Investment Trust Fund. Driven by economic interests, the form of trust was initially adopted to circumvent the provisions of national laws prohibiting companies from holding real estate for investment purposes. Later, it gradually developed into a real estate investment institution that evaded corporate income tax. It was recognized by the US Supreme Court as a commercial trust similar to a company, and it was taxed according to the federal company organization, which led to its development stagnation. However, due to the continuous improvement of investment trust laws and regulations and good economic development, the development of investment trust in the United States is growing sturdily. Focusing on the advantages of investment trusts, the US Congress formally created REITs in 1960 by modifying the internal tax law, stipulating that REITs with relevant organizational, income and income distribution elements in Articles 856 to 859 of the Act can enjoy tax exemption.
In other words, even if the REIT organization is a company, it does not need to bear corporate income tax, but only needs to collect personal income tax from shareholders or investors, so REIT is generally regarded as a pipeline function with the nature of investment medium. 1976, the us congress passed the tax reform bill, which cancelled the requirement that REITs must be organized by unincorporated trusts or associations. Therefore, today's REITs in the United States can be organized by companies or trusts, but they must be non-banks, savings and loan institutions or insurance companies in the sense of federal income tax, and raise funds from the public through these institutions. Based on the principle of risk diversification, the investment of real estate entities mainly engaged in trading management or the trust investment of mortgage loans belong to long-term investment commodities, and its basic structure consists of four entities: real estate investment trust fund, manager company, custodian institution and investor. However, according to 1986 "Tax Company Reform Law", REITs must employ independent real estate experts to manage the daily affairs of REITs.
3 natural classification
Real estate trust business covers a wide range, which can be divided into:
① Entrust business, such as real estate trust deposit, real estate trust loan, real estate trust investment, real estate entrusted loan, etc.
Agency business, such as issuing stocks and bonds, clearing debts and designing houses;
③ Financial leasing, consulting, guarantee and other businesses.
Compared with bank loans, real estate trust plan financing has the advantages of reducing the overall financing cost of real estate development enterprises, raising funds flexibly and conveniently, and adjusting the interest rate of funds flexibly. Due to the particularity and flexibility of the trust system, as well as the unique functions of property isolation and right reconstruction, financial innovation can be carried out in the form of property rights, income rights and preemptive rights, making it one of the best financing methods.
4 development status quo
When people feel helpless about high housing prices, "collective anxiety" appears. When this kind of "collective anxiety" appears, everything has nothing to do with housing.
real estate investment trust
Anything that touches real estate will stimulate people's anxiety. Real estate trusts are naturally "anxious" and emotionally concerned. In fact, in our life, there have been many cases in which a rumor crushed a company. In the meeting of credit cooperatives, "the last straw to overwhelm the camel" may seem to be a rumor or unintentional misunderstanding on the surface, but behind it is the irrationality in "collective anxiety". In the network age, when information is more convenient to spread, it is more important to distinguish information.
[1] The real estate trust can be described as the house leaks all the time, and the tight capital chain of real estate enterprises has increased the risk of real estate trust redemption. The Greentown incident and the redemption problems of real estate enterprises in Shanghai and Beijing have caused market concerns. This also makes many investors afraid of real estate trusts. Although real estate trust products face many problems, they cannot be completely denied. Relevant professionals gave suggestions. From the beginning, the yield of real estate trust products was still relatively high. Investors must be cautious when buying: first, we must look at the quality of the project itself, second, we must look at the risk control measures of the real estate trust plan, and third, we must look at the qualifications of the trust company. Real estate trust still has investment value.
However, experts suggest that you must keep your eyes open when buying a real estate trust plan. In addition to examining the quality of the project, we must also strictly grasp the risk control measures of the products, and do not unilaterally pursue high returns and ignore the risks of the project and products. In addition, in the choice of trust companies, try to choose products issued by state-controlled trust companies with strong shareholder background and financial strength.
From the perspective of investment varieties, the stock market has repeatedly hit new lows, the negative news from the external environment is constant, the signs of rebound are unclear, and the risks are difficult to control. The real estate investment is strictly controlled and influenced by the purchase restriction order, and the risk of investing in real estate increases. Comparatively speaking, the expected annualized rate of return of previously issued real estate trust plans is mostly above 10%. Although it is also regulated, as a kind of asset allocation, it is an ideal choice for investors to know more about real estate trust projects.
5 development prospects
The CBRC has gradually standardized the real estate trust business since May of 20 1 1, and reduced the issuance of real estate business several times through window guidance. In June, real estate trust projects were required to declare beforehand, not afterwards. It can be seen that the CBRC gradually took the initiative in its own hands and began to take the initiative. Since September, it is required to monitor the redemption risks of stock projects one by one. After that, the Greentown incident broke out. This series of measures can show the determination and strength of the CBRC to rectify the real estate trust business. This time, the suspension of the four trust companies can be said to have sounded the alarm for the industry again.
Under the active adjustment of the trust network under the strict control of the regulatory authorities, the real estate trust business has shown an obvious cooling trend. According to the monthly report of the trust market in September released by the trust research institution Puyi Wealth yesterday, the circulation of trust products in the real estate sector in September was 49, down 25 from the previous month, accounting for a decrease of 2.57 percentage points.
The suspension is a signal released by the China Banking Regulatory Commission to continue strict control. As for whether the real estate trust business will be suspended, there is no news yet, but it can be seen that the regulatory policy has gradually begun to attack various trust companies. Due to the rapid development of real estate trust before, this also led to the accumulation of risks, and the CBRC's move was also considered from the perspective of risk control.
6 sources of funds
Capital is the basic condition for real estate trust and investment institutions to engage in trust. prerequisite
Fund real estate trust
The channels and ways for property trusts to raise funds are different from those of banks. The main sources are:
Real estate trust fund
Is a real estate trust and investment company operating real estate trust and investment business.
Working capital established for other trust businesses. The main sources of funds for trust and investment companies in China are: financial allocation, social fund-raising and retention;
Real estate trust deposit
Refers to the deposits handled by trust and investment institutions within a specific source of funds. The scope, duration and interest rate of its funds shall be stipulated, promulgated and adjusted by the People's Bank of China;
Financing trust and institutional financing
This is a way for trust institutions to accept the entrustment of enterprises, competent departments of enterprises, organs, organizations and institutions to issue bonds and stocks directly or as agents to raise funds;
Fund trust
It refers to a kind of trust business in which the trust institution accepts the entrustment of the client and independently manages its monetary funds. The source of trust funds must be funds that can be independently controlled by each unit or funds owned by units and individuals, mainly including unit funds, public welfare funds and labor insurance funds;
* * * There are investment funds
That is to say, investment fund or mutual fund is a relatively new investment tool for the domestic public, but it has a history of 100 years abroad and is developing vigorously day by day. It is the most promising industry in modern securities industry. In the financial market of developed countries, it has been proved by practice to be a rather advanced investment system and has become a decisive financial tool.
7 investment classification
According to the different investment funds, REIT can be divided into three categories:
Equity type
Equity REIT directly invest in and own real estate, and the income mainly comes from the operating income of their subordinate real estate. The investment portfolio of income-oriented REIT varies greatly because of their different business strategies, but usually they mainly hold income-oriented real estate such as shopping centers, apartments, office buildings and warehouses. Investors' income comes not only from rental income, but also from the value-added income of real estate;
Mortgage type
(Mortgaged Real Estate Investment Trust Fund). Mainly in the role of financial intermediary, the raised funds are used to issue various types of mortgage loans, and the income mainly comes from the handling fees and mortgage interest charged for issuing mortgage loans, as well as part of the mortgage property rent and value-added income obtained from issuing participatory mortgage loans;
mixed type
(Hybrid Real Estate Investment Trust Fund). As the name implies, such REIT can not only invest in real estate equity, but also engage in real estate mortgage loans.
The early real estate trust was mainly equity type, aiming at obtaining the property rights of real estate in order to obtain operating income. Mortgage trust has developed rapidly, and now it has surpassed property trust, mainly engaged in long-term real estate mortgage loans and the purchase of mortgage securities. But mixing is undoubtedly the direction of future development. In addition, REIT has many other classification methods.
For example, according to whether additional shares can be issued, it can be divided into open and closed. The circulation of closed REIT is limited, so it is not allowed to issue new shares at will; On the contrary, open REIT can issue new shares at any time to increase funds for investing in new real estate. According to whether there is a definite time limit, it can be divided into regular type and irregular type. Regular REIT refers to the prior agreement that the fund is sold or liquidated within a certain period of time at the beginning of fund issuance and the investment income is distributed to shareholders. The indefinite type is not. According to the determination of investment target, it can be divided into specific type and unspecified type. When the fund is raised, the specific investor who invests in real estate or mortgage is a specific REIT；; On the contrary, it is an unspecified REIT [2] that determines the appropriate investment target after raising funds.
8 operation flow
The operation process of real estate trust can be basically divided into two modes: one is the American mode, and the other is the Japanese mode. In the final analysis, these two models are the difference between capital trust and real estate asset trust. Due to different national conditions, the United States focuses on capital trust REITs, while Japan focuses on real estate asset trust REITs.
9 American model
Real estate trusts in America usually appear in the form of funds. In the establishment stage, their main operation processes are as follows:
Real estate market policy
(1) share the funds. In order to meet their own needs, fund sponsors plan to raise REIT funds. The main work includes: estimating the required amount of funds, confirming the choice of REIT funds as financing tools, and considering whether the profitability of the investment target can reach the necessary rate of return.
(2) Contact underwriters, promoters and underwriters to discuss investment and offering matters, including investment details, offering details and underwriting methods.
(3) Contact lawyers and accountants. Discuss legal and accounting issues related to fund application and issuance with qualified lawyers and accountants, select law firms and accounting firms to serve the whole process of establishment, and draft application documents. At this point, the financial feasibility analysis of the investment plan is basically determined.
(4) Contact the real estate consulting company. If the future management of the fund is undertaken by a real estate consulting company, it is necessary to determine the target, sign a REIT management consulting contract, and determine its rights and obligations.
(5) After all the documents are prepared, you can apply to the SEC for issuance. After the application is successful, you should decide the custodian and sign the REIT contract.
Real estate trust entered the formal operation stage after it was established and listed on the stock exchange. It is worth noting that such securities are generally rated by credit rating agencies. The real estate investment trust company must implement the investment plan according to the agreement made in the establishment stage, and the custodian institution shall conduct business operations according to the instructions of the real estate investment trust company, and carry out real estate transactions, commission payment, rent and related business investment income and expenditure. Investors buy REIT securities through brokers, and the investment income is obtained from the custodian.
In the United States, the registration of initial public offering of real estate trust securities is based on the securities law form 1933-1 1, which requires detailed disclosure of REIT's investment policy, activities related to investment policy, real estate status, property disposal information and the relationship between the manager company and the investment company. Of course, REITs can also be issued privately without registration, but according to Article D of the Securities Law of 1933 (RULES50 1-506), the number of private investors is limited to 35. After the public offering is completed, REITs are obliged to report according to the Securities Exchange Law of 1934. In addition, the law also has strict requirements on the structure, asset utilization and income sources of real estate trusts. For example, real estate investment trusts must have restrictions on the number of shareholders and the share of shares held to prevent excessive concentration of shares; More than 90% of the annual income should be distributed to shareholders; Most of the funds raised must be invested in real estate business, and more than 75% of the assets are composed of real estate, mortgage bills, cash and government bonds; At the same time, at least 75% of the total income comes from rent, mortgage income and real estate sales. In terms of taxation, REITs are given preferential treatment. According to the regulations, REITs are not taxable property and are exempt from corporate tax, thus avoiding the possibility of double taxation.
10 Japan mode
The operation process is as follows:
(1) The real estate company sells the land and buildings to the investors, and the investors pay the land and buildings to the real estate company;
(2) Investors entrust real estate property rights to real estate investment trust companies for management;
(3) The trust company leases all the real estate to the real estate company, and at the same time collects the lease fee from the company;
(4) The real estate company can also sublet the property to the lessee and charge the lessee a rental fee;
(5) Trust companies pay dividends to investors;
(6) Trust banks can also sell real estate in the market, get the price from the buyer and distribute it to investors in proportion.
The reference significance of 1 1
From the experience and lessons of studying the development of real estate investment trusts in the United States and Japan, we must pay attention to the following points in developing real estate investment trusts in China:
(1) China's real estate investment trust is almost blank in theory. We must seriously study it as soon as possible, promote the marketization of policies and realize real estate securitization. (2) Correctly understand the characteristics of real estate investment trusts. Real estate investment trust is a new financial commodity with its own development conditions and laws. We can only create conditions suitable for its growth and development, not only to deal with the non-performing assets of banks (of course, it can also be used as a means to deal with non-performing assets), but also to develop vigorously, so as to use its initial nature to transfer the non-performing assets of financial institutions and only play a role in encouraging the growth of seedlings.
(3) In terms of policies, laws, taxation, finance and securities trading should be formulated according to the characteristics of real estate investment trusts, so as to ensure and maintain the fairness, justice, openness and transparency of the whole market and promote the healthy and reasonable development of real estate investment trusts.
(4) In the process of developing real estate securitization, efforts should be made to develop relevant and supporting real estate securitization products and cultivate a large number of institutional investors.
(5) China's real estate industry has just begun to develop, and a complete real estate investment management and strategic system must be established through the development of real estate investment trust funds.
In the domestic real estate financial policy environment, real estate developers expect more financing channels and new financial derivatives. It is necessary to encourage and support the germination and development of real estate investment trust fund, a new financing method, and actively guide social funds, bank funds, overseas funds, overseas funds and individual residents' funds to invest in real estate. By learning from the international popular real estate investment trust fund model, cultivating and developing REIT fund in time can not only overcome the problem of risk concentration of real estate loans in the banking system, but also promote the sustained, stable and healthy development of China's real estate industry. [3]
12 function
1, which can provide reliable financing channels for real estate customers and promote the healthy development of real estate enterprises. Most real estate development enterprises in China have no more than 20% of their own funds, and bank loans tend to be tight. Due to the high cost of real estate development, it takes a long time to sell or lease real estate, so the shortage of funds is a long-term state. Therefore, it is an effective method to use trust tools to finance.
real estate investment trust
2. Real estate trust can enrich the investment varieties in the capital market and provide investors with a stable income investment channel. Especially at present, under the background of stock market fraud, stock index plunging and bank deposit interest rate falling sharply, a large amount of funds need to find a stable investment profit channel, and real estate trust is a good choice to meet the needs of investors.
3. Real estate trust can broaden the business scope of trust companies and is an important opportunity for the rapid development of trust industry. Judging from the development of China's trust industry for more than 20 years, the positioning of the trust industry has been in a disorderly state. In order to absorb deposits, there have been many irregularities such as high interest rates and deposits, which have disrupted the financial market and attracted government intervention. As a result of repeated rectification, the "business scope" of the trust industry is getting narrower and narrower, and the business volume is getting less and less. With the implementation of the Trust Law in June 1, 2006, 1, 2006, 1, 2006, 1, 2006, 65438.
13 Similar differences
The difference with real estate investment trust funds.
First, REITs are standardized financial products that can be circulated. Generally, real estate packages are purchased from listed or unlisted companies, and the sale of assets is strictly restricted. Most of the income comes from real estate rental income, real estate mortgage interest or income from the sale of real estate, which can be listed and circulated in the stock exchange. China's real estate trust plan is a collection of non-standardized financial products limited to 200 contracts, and generally does not involve the purchase of real estate assets. Its income depends on the scheme setting of the trust plan. Without the secondary market, it cannot be listed and circulated on the stock exchange.
Second, REITs need to distribute most of their income to investors in return. For example, the United States requires 95% profits to be distributed to investors. The return of China's real estate trust plan to investors is the return agreed in the trust plan, generally around 3%-9%.
Thirdly, the operation mode of REITs is: providing funds, setting up asset management companies or management teams for investment operation; The operation mode of China's real estate trust plan is: providing funds, supervising the safe use of funds, or participating in the operation of the project company in part or in part to obtain returns.
Fourthly, the product cycle of REITs is generally 8- 10 years, which pays more attention to the management of completed real estate projects after real estate development; The product cycle of China's real estate trust plan is short, generally 1-3 years.
Fifth, the tax preference of REITS: REITs are exempt from enterprise income tax and capital gains tax if the trust income is distributed to beneficiaries, and the profits after dividends are subject to income tax at the applicable tax rate. China's real estate trust plan has no relevant tax arrangements.
Sixth, the concept of real estate trust in China is relatively broad, which can be REITs model, loan trust, preemptive right trust, property right trust, beneficial right transfer trust and so on.
In short, simply put, REITs are funds invested by the public, which are invested by professional investment institutions in commercial buildings such as commercial office buildings, shopping centers, restaurants and public buildings. Investors do not directly invest money in real estate, but obtain beneficiary certificates, and the return is in the form of profit distribution. Moreover, REITs can be listed and traded publicly, and investors can also buy and sell in the open market to earn capital gains.
14 risk control
The main risks of real estate trust come from: [2]
(1) Compensate the risk. The Interim Measures for Fund Trust Management of Trust and Investment Companies issued by the central bank stipulates that only when the trust company operates without authorization in violation of the trust contract will the losses suffered by investors be compensated by the trust company. In other words, the trust company is not responsible for the risks arising in the operation process. [2]
(2) Project risk. The risk of a single project is often difficult to evaluate and predict. Trust companies often introduce the profit prospects of the project intentionally or unintentionally when issuing trust products, and rarely reveal the project risks. If investors trust the recommendation of trust companies and make hasty decisions, they will face many potential risks. [2]
(3) Operational risk. The actual operation of trust companies is difficult. China's "Measures for the Administration of Fund Trust" has a limit of 200 fund trust plans, and the average investor's funds are 200,000 to 300,000 to 400,000. However, due to the large amount of real estate financing, some need 1 100 million to 200 million yuan. The limit of 200 copies, the single amount is very large, and financing is difficult. The trust plan of "signing no more than 200 contracts and subscribing no less than 50,000 yuan" is not easy for individual investors to accept. [2]
(4) at your own risk. Real estate trust itself has defects. For example, the business model is scattered, the business risk is high and the profit is low; In terms of operation mode, most products take the form of loans, and the form is relatively simple; Funds and products are limited to the transfer of trust certificates and have poor liquidity. [2]
Trust companies also lack effective means to control the risk of trust investment, that is, loans. Generally, it depends on the intervention of the bank's follow-up funds, or the bank's funds are successfully withdrawn, or the bank's funds are guaranteed to withdraw after the project is completed and sold. Whether they can quit smoothly often depends on the support of banks. Therefore, in China's current environment, real estate trusts must work closely with banks, and the risk of operating alone is very high. The bank's subsequent lending is greatly influenced by policy factors and environmental changes, and it is difficult for trust companies to grasp these potential factors when making investment (or loan) decisions. Therefore, there are always certain risks in the decision-making of trust companies, which cannot be avoided.
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I really didn't do it myself, but a simple summary can't explain the problem, especially in the case of constant restrictions by laws and regulations. As one of the main economic pillars of China and the industrial chain of local finance, there will be more ways and means for the follow-up cooperation between real estate and financial industry. Trust first appeared abroad, but it is not entirely applicable to Chinese mainland. Therefore, I hope that friends should not only understand why, but also understand why, so as to formulate ways and means that are more suitable for their own projects!
In addition, I still have to say I'm sorry. I'm still in a very primary stage of linking with real estate trust.