"Obviously, the investment is the same project, why the investment money of the early investors has returned, but we the late investors have not paid a penny." Miss Lui (pseudonym), an investor of China Minsheng Trust-Kaiyuan No. 20 Collective Fund Trust Plan (hereinafter referred to as "Kaiyuan No. 20"), told the first financial reporter.
What puzzled her even more was that Dalian Taijia Shipping Group Co., Ltd. (hereinafter referred to as "Dalian Taijia"), as a company with a registered capital of only 50 million yuan, raised about 2.4 billion yuan through Minsheng Trust.
With all kinds of doubts, Miss Lu and other investors collected information from public channels and reported it to the regulatory authorities.
In the second half of 2021, Miss Lu and other investors successively received written replies from the Beijing Supervision Bureau of the China Banking and Insurance Regulatory Commission (hereinafter referred to as the "Beijing Supervision Bureau of the Banking and Insurance Regulatory Commission").
The Beijing Supervision Bureau of the Banking and Insurance Regulatory Commission replied that the counterparty of Minsheng Trust was the Dalian Taijia project, and part of the trust funds were used for illegal purposes by bypassing Dalian Taijia subsidiaries, including illegal use for shareholders of Minsheng Trust, that is, taking over the risk project. The above behavior violates the relevant regulations promulgated by the CBRC and must be rectified.
The regulatory reply also shows that Minsheng Trust not only failed to perform its information disclosure obligations in accordance with the regulations, but also that Minsheng Trust illegally entrusted a third-party non-financial institution Minsheng Wealth to sell trust products, which also violated relevant regulations.
In addition, there are also problems such as term mismatch on Kaiyuan 20.
Failure to distribute the underlying investment collection in proportion to the proportion, and failure to fulfill the obligation of credit
On March 7, 2020, Miss Lui bought the 5th phase of Kaiyuan 20.
The reporter checked the project recommendation and found that the product consisted of two underlying trust plans - China Minsheng Trust - Zhixin No. 397 Dalian Taijia Convertible Equity Investment Collective Fund Trust Plan (hereinafter referred to as "Zhixin 397") and China Minsheng Trust - Zhixin 858 Evergrande New Energy Collective Fund Trust Plan (hereinafter referred to as "Zhixin 858"), the official term is CALLED TRUST, which is generally speaking the trust in the trust. The starting amount of most investors in the whole project is 3 million yuan.
In other words, the purpose of the raised funds under Qiyuan No. 20 is to subscribe/subscribe for the shares of trust units under Zhixin 397 and Zhixin 858.
Taking Zhixin 397 as an example, the product specification shows that the trust funds will be used to invest in Dalian Taijia's convertible bonds, and Dalian Taijia will be used to supplement the liquidity required for daily operations after receiving the funds.
According to Miss Lui, KaiYuan No. 20 issued a total of 8 phases of products, starting in February 2020 and ending in May 2020, and she bid for the 5th phase of the product.
According to the proposal, the total term of Kaiyuan No. 20 is 18 months, and the term of each period is 12 months. The annualized interest rate for investment amounts of 1 million (inclusive) to 3 million (exclusive) is 8.2%, and the annualized interest rate of investments above 3 million (inclusive) is 8.8%.
Miss Lu told the first financial reporter that in March 2021, a few days before the expiration date of the purchased products, investors were suddenly told by the company that the Qiyuan No. 20 trust plan would be extended for half a year or one year, and issued an extension letter, the non-signatories were extended for one year, the income increased by 1%, and the system was automatically adjusted to be extended for one year.
Mr. Guo (pseudonym), the investor of the 6th phase of Qiyuan 20, who also did not collect the money, told reporters that in the fourth quarter of 2020 and the first quarter of 2021, the Zhixin 858 financing party, which accounted for 38.45%, has all returned the money. In the management report, it is mentioned that "during the reporting period, the trustee has normally distributed the proceeds to the settlor in accordance with the trust contract". It is understood that the proceeds of zhixin 858 were used to pay the investors of the first four periods, the investors of the first three periods were paid in full, and the investors of the fourth period due on February 28, 2021 also received 82% of the total investment.
However, Mr. Guo said that on the maturity date of March 2021 (although the management report issued by Minsheng Trust on March 31, 2021 clearly stated that the financier of the Zhixin 858 Trust Plan, which accounted for 38.45%, had normally distributed the proceeds to the settlor according to the trust contract), he did not receive principal and interest on that day.
According to the management report of Qiyuan No. 20, the purpose of the funds raised under the Zhixin 858 Trust Plan is to receive the right to income from the 100% equity of Evergrande New Energy Automobile (Guangdong) Co., Ltd. held by Evergrande New Energy Automobile Investment Holding Group Co., Ltd., and ultimately for the construction of its intelligent auto parts project (phase 2) and the procurement of raw materials/equipment.
The funds under the Zhixin 397 Trust Plan are used to invest in Dalian Taijia's convertible rights, and Mo Lijun, the actual controller of Dalian Taijia, and his spouse provide unlimited joint and several liability guarantee guarantee for the repayment of the principal and interest of the claims.
The fourth quarter management report of Qiyuan 20 in 2020 shows that the Zhixin 397 and Zhixin 858 projects are operating normally, and no abnormalities have been found during the reporting period.
According to the management report of Kaiyuan No. 20 for the first quarter of 2021, during the reporting period, Kaiyuan No. 20 Zhixin No. 397 did not distribute the proceeds to the trust plan normally. Zhixin No. 397 counterparty's main business (trade transportation, that is, Dalian Taijia) has been greatly affected by the epidemic, and the company's business is gradually recovering.
The first quarter management report of 2021 also shows that during the reporting period, The Letter 858 invested by Kaiyuan 20 was operating normally and had distributed the proceeds to the Trust Plan.
Mr. Guo believes that according to Articles 24 and 25 of the Measures for the Administration of Trust Companies, Minsheng Trust failed to carry out effective management obligations such as information disclosure and equal distribution, which caused serious losses to the interests of investors.
Mr. Guo also said that according to Article 19.3 of the trust contract on information disclosure: the provisions on the disclosure of information on major matters, if a major event occurs, including the extension period of the trust plan, the trustee should disclose the information in a timely manner, notify the beneficiary, and should propose the countermeasures in writing.
However, he said that the entrusted People's Livelihood Trust has not disclosed any information so far after the major matter of the extension, nor has it not notified the beneficiaries of any countermeasures. Especially after the expiration of the product default, the asset management, operation, risk situation, capital trend, risk disposal and other countermeasures of the underlying product are not disclosed.
In addition, according to some investors revealed to reporters, all the investors of the Kaiyuan No. 20 Phase 8 product, the investment targets include the two trust projects of Zhixin 397 and Zhixin 858, but in the case that Zhixin 858 has been paid back, only 100% of the investment funds of the first three phases of investors and 82% of the investment funds of the fourth phase are paid, while the investors of the 5th, 6th, 7th and 8th phases of the latter have not paid a penny, violating the principle of proportional fair distribution.
Mr. Guo complained to the regulatory authorities about the above issues. In November 2021, the Beijing Regulatory Bureau of the Banking and Insurance Regulatory Commission gave a reply.
The regulatory reply shows that after verification, no compulsory extension was found by investors in Minsheng Trust. After the product expired, Minsheng Trust failed to perform its information disclosure obligations in accordance with the provisions of the Trust Contract and Article 38 of the Measures for the Administration of the Collective Fund Trust Plan of Trust Companies, and the supervision has ordered Minsheng Trust to rectify and hold accountable and will take further regulatory measures in accordance with the law.
As for the problem of reflecting that Minsheng Trust did not distribute the underlying investment collection in proportion, resulting in losses suffered by investors after maturity. After verification, the Banking and Insurance Regulatory Commission found that the Zhixin No. 858 project invested by Kaiyuan No. 20 was due on March 13, 2021, and the amount of payment was 190 million yuan. After the project was paid back, Minsheng Trust distributed to the investors of the first four phases of Qiyuan No. 20. Zhixin No. 397 of Kaiyuan No. 20 Investment should be due on February 21, 2021, after the project expires, the financier fails to repay the loan on time, and Minsheng Trust fails to pay the principal and interest to the investors of Kaiyuan No. 20 Phase 5-8.
The verification found that the above-mentioned acts of Minsheng Trust were inconsistent with the requirements of Articles 24 and 25 of the Measures for the Administration of Trust Companies, and the supervision had ordered Minsheng Trust to rectify and hold accountable, and further regulatory measures would be taken in accordance with the law.
Term mismatch and self-grooming
In addition to the Zhixin 397 Trust Plan, Dalian Taijia also issued two trust products, "China Minsheng Trust Zhixin No. 995 Taijia Group Trust Loan Collective Fund Trust Plan" (hereinafter referred to as "Zhixin 995") and "China Minsheng Trust Zhixin No. 890 Dalian Investment Specific Asset Income Right Collective Fund Trust Plan" (hereinafter referred to as "Zhixin 890") through Minsheng Trust.
After reading the above two trust product releases, the reporter found that the trust funds of Zhixin 995 and Zhixin 890 were used to supplement the daily working capital needs of Dalian Taijia.
According to the Trust Management Report, as of the first quarter of 2021, the capital of Zhixin 397, Zhixin 995 and Zhixin 890 was about 2.4 billion yuan.
The interviewed investors believe that Minsheng Trust is suspected of over-financing Dalian Taijia, which is obviously incompatible with the actual operation of Dalian Taijia, and is suspected of self-financing and profit transmission.
According to the reply to Ms. Lu by the Beijing Supervision Bureau of the Banking and Insurance Regulatory Commission, after the regulatory investigation, it was found that the counterparty of Minsheng Trust was the Dalian Taijia project, and some of the trust funds were used for illegal purposes by bypassing Dalian Taijia subsidiaries, including illegal use for shareholders of Minsheng Trust and taking over risk projects.
The regulator believes that the above-mentioned acts of Minsheng Trust violate the second paragraph of Article 26 of the Measures for the Administration of Trust Companies' Collective Fund Trust Plans (CBRC Order No. 1 [2009]), which stipulates that "trust companies shall use trust funds consistent with the investment direction and investment strategy agreed in the trust plan documents". Article 27 "A trust company managing a trust plan shall comply with the following provisions: ... (3) Trust funds shall not be used directly or indirectly to the shareholders and their affiliates of the trust company" and Article 24 of the Measures for the Administration of Trust Companies (ORDER NO. 2 [2007] of the China Banking Regulatory Commission) stipulate that "trust companies must scrupulously perform their duties, perform the obligations of honesty, creditworthiness, prudence and effective management, and safeguard the best interests of the beneficiaries".
The Banking and Insurance Regulatory Commission has ordered Minsheng Trust to rectify and hold accountable, and further regulatory measures will be taken in accordance with the law.
In addition, investors also believe that there is a time mismatch in Kaiyuan 20. The Kaiyuan No. 20 Collective Fund Trust Plan was established on February 17, 2020, with a maturity date of August 17, 2021 and a term of 18 months.
However, the actual investment of funds in the "China Minsheng Trust Zhixin No. 397 Dalian Taijia Convertible Equity Debt Investment Collective Fund Trust Plan" was established on January 5, 2018, and the maturity date was January 5, 2022.
The investor believes that this act seriously violates Article 15 of the New Rules on Asset Management: financial institutions shall not carry out or participate in the capital pool business with the characteristics of rolling issuance, collective operation and separate pricing; if asset management products directly or indirectly invest in non-standardized debt assets, the termination date of non-standardized debt assets shall not be later than the maturity date of closed asset management products or the latest open day of open asset management products.
Regarding the existence of a term mismatch. After verification by the regulator, it was found that the underlying assets Zhixin No. 397 and Zhixin 858 expired later than the Qiyuan No. 20 project, and there was indeed a mismatch of terms, which was inconsistent with the provisions of Article 15 of the Guiding Opinions on Regulating the Asset Management Business of Financial Institutions.
In addition, after the regulatory investigation, it was found that Minsheng Wealth was not a financial institution qualified to sell trust products, and Minsheng Trust did not sign a consignment contract with Minsheng Wealth, but Minsheng Wealth essentially sold Minsheng Trust products on behalf of Minsheng Trust, and Minsheng Trust entrusted non-financial institutions to promote it, which was inconsistent with the provisions of paragraph 3 of Article 8 of the Measures for the Administration of Collective Fund Trust Plans of Trust Companies.
In response to the above-mentioned violations, the regulatory authorities have ordered Minsheng Trust to rectify and hold accountable, and further regulatory measures will be taken in accordance with the law.
After checking the issuance books of the three trust products zhixin 397, zhixin 995 and zhixin 890, the reporter found that the guarantors of the three products were Mo Lijun and his wife.
According to the trust product book, the total assets used by Mo Lijun and his wife to guarantee are about 1.9 billion yuan, but as of the first quarter of 2021, the capital survival scale of Zhixin 397, Zhixin 995 and Zhixin 890 has reached 2.4 billion yuan.
A chairman of a trust company told the first financial reporter, "It needs to look at the specific time of the collateral assets and loans, and the enterprise should not borrow 2.4 billion yuan in the case of only 1.9 billion yuan of collateral." ”
According to the enterprise investigation information, Minsheng Trust is an enterprise actually controlled by Oceanwide Holdings.
Not only are its Minsheng Trust products repeatedly thunderstormed, but the capital situation of Oceanwide Holdings, as the majority shareholder, is not optimistic. At present, Oceanwide Holdings has obtained financial licenses including banking, securities, futures, trust, fund, insurance and leasing.
In the 2014 annual financial report, Oceanwide Holdings said that on the basis of continuing to give full play to the advantages of the existing real estate business, it will integrate the financial, strategic investment and other business sectors with great development potential, and build the company into a comprehensive holding listed company covering "real estate + finance + strategic investment".
Oceanwide Holdings achieved real estate settlement income of 5.537 billion yuan in 2014, and revenue in the financial sector reached 1.553 billion yuan, an increase of 19.41% over the same period of the previous year.
After the above strategy was proposed, Oceanwide Holdings' operating income grew rapidly and reached its peak in 2016. The total revenue of the year reached 24.671 billion yuan, of which the real estate sector was 18.545 billion yuan and the financial sector was 6.049 billion yuan.
In the first three quarters of 2021, Oceanwide Holdings achieved operating income of 14.097 billion yuan, an increase of 52.75% year-on-year; net profit attributable to shareholders of listed companies was a loss of 1.791 billion yuan, a year-on-year decrease of 192.73%. As of September 30, 2021, Oceanwide Holdings had current liabilities of RMB77.679 billion, non-current liabilities of RMB20.314 billion and total liabilities of RMB97.993 billion.