Phoenix Network Finance "Bank Financial Eye" 丨 production
Wen 丨 Yao Yao
Core Tips:
1. The complete timeline of the 2.8 billion yuan pledge "Rashomon" incident.
2. Jimin Credible Group said in an interview with the media on October 25 that among the materials used by banks to handle pledge guarantees, there should be a large number of forged official seals, which does not exclude the involvement of bank personnel. It is also understood that more than 300 official seals in the relevant materials are suspected of being forged.
3. The industry lawyer told the Phoenix Finance "Bank Financial Eye" that the pledge may be invalid. If the bank pledges the deposit of the enterprise without the consent of the enterprise, it is not authorized to dispose of it, and the bank shall bear the legal responsibility. If the bank and the third party maliciously collude to harm the interests of the enterprises involved, and the pledge is invalid, the bank shall also bear legal liability.
4. The proportion of real estate loans of Bohai Bank exceeded the standard, of which non-performing loans in the real estate industry rose by 55%, and the concentration of loans of the top ten customers touched the regulatory red line.
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This is probably the biggest loan fraud case in recent years.
Here's the thing, the total deposits of Jimin Trust Group in the Nanjing branch of Bohai Bank are 3.3 billion yuan. However, a total of RMB2.8 billion was unknowingly used by bohai Bank Nanjing Branch to provide pledge guarantees for Huaye Petrochemical's loans.
The parties to this "Rashomon" incident, Jimin Trusty Group (hereinafter referred to as "Jimin Trust"), is a Jiangxi enterprise, a well-known modern health industry group in China, with business covering pharmaceutical, energy, investment and other fields, with two subsidiaries called Shanhe Pharmaceutical and Hang Seng Pharmaceutical.
The other two parties, Bohai Bank, the bank that operates the pledge loan, and Huaye Petrochemical, which handles the loan. Interestingly, Huaye Petrochemical was established in 2019, and it has been less than three years since the shareholders have changed four times. On July 26 this year, Jiangsu Huazhiye Energy Development Co., Ltd. acquired 100% of the equity of Huaye Petrochemical. Previously, it was reported that Huazhiye Energy Development Co., Ltd. was 100% owned by Huachang Real Estate, a subsidiary of China National Petroleum Group, but it had been counterfeited by PetroChina.
The key to the uproar caused by this bizarre pledge loan incident is that the funds of Jimin Trust Group were pledged and guaranteed without authorization, knowledge, and mutual knowledge of the two parties of the enterprise. "2.8 billion yuan, a huge amount in terms of current records, may be the largest loan fraud case in recent years," an industry insider commented.
According to the currently known information, the 2.8 billion yuan pledge "Rashomon" incident is full of doubts. As one of the protagonists of the operation of the 2.8 billion pledge, Bohai Bank, which is at the center of the storm, also seems to be full of problems.
01
Timeline of events: Started last year
The bank had hoped that Jimin would pledge another 500 million yuan
According to the information currently released by all parties, Phoenix Finance 'Bank Financial Eye' sorted out the timeline of this "Rashomon" incident:
November 2020: Bohai Bank used the deposit of Shanhe Pharmaceutical to pledge the bill financing of Huaye Petrochemical Nanjing Co., Ltd., and the bank issued a semi-annual acceptance draft to Huaye Petrochemical, with the first invoice amount of 300 million yuan.
March 2021: When Wuxi Fangsheng Certified Public Accountants conducted a routine investigation into Shanhe Pharmaceutical, a trusted subsidiary of Jimin, it issued an inquiry letter to Bohai Bank, in which "Shanhe Pharmaceutical's 7 deposits totaling 1.01 billion yuan in Bohai Bank did not have freezes, guarantees or other restrictions on use", the bank replied: "After verification by the Bank, the items of the letter are consistent with the information recorded by the Bank." In fact, according to the follow-up information, at that time, the deposit of Shanhe Pharmaceutical had been set as a loan pledge by the bank.
August 9: Bohai Bank Nanjing Branch requested the company to mail a copy of the company's articles of association stamped with the official seal of the enterprise shareholders on the grounds that "the actual shareholders of Shanhe Pharmaceutical are inconsistent with the inquiry of the enterprise information publicity network".
August 19: When Yu Jianghua, a legal representative of Shanhe Pharmaceutical, a subsidiary of Jimin Trust, learned that someone was posing as a member of the group at the bank counter to handle deposit pledge procedures, he indicated that he had never handled or authorized others to handle deposit pledges, and asked Bohai Bank Nanjing Branch to report to the police.
On August 20, Xiong Dian, manager of the capital management department of Jimin Trust Group, found that hang Seng Pharmaceutical had deposited all three "new easy deposits" totaling 1.2 billion yuan that had been pledged and could not be withdrawn. Shanhe Pharmaceutical and Hang Seng Pharmaceutical later tried to withdraw each deposit, but they could not withdraw it, and when they checked with the bank's business telephone, the other party confirmed that each one had been pledged, totaling 2.8 billion yuan.
August 21: Hu Zhaofeng, general manager of the business department of Bohai Bank Nanjing Branch, orally informed Jimin Credible Group that in November 2020, Bohai Bank used the deposit of Shanhe Pharmaceutical to pledge the bill financing of Huaye Petrochemical Nanjing Co., Ltd., and the bank issued a semi-annual acceptance draft to Huaye Petrochemical, with the first invoice amount of 300 million yuan. Since then, two subsidiaries of Jimin Credible, Shanhe Pharmaceutical and Hang Seng Pharmaceutical, have deposited a total of 2.8 billion yuan in deposits with the bank, which have been used for pledge guarantees.
August 21: According to the audio recording, Guan Pengcheng, assistant general manager of the business department of Bohai Bank Nanjing Branch, proposed in a credible "solution" to Jimin that bohai Bank should be allowed to continue to use Shanhe Pharmaceutical to deposit 500 million yuan to pledge certificates of deposit for Huaye Petrochemical's loan from Bohai Bank.
On August 24, Jimin Trust Group delivered a written notice letter to Bohai Bank Nanjing Branch, clearly stating: "Never convert deposits into paper certificates of deposit, nor have you handled any pledge business for others; you are required to ensure the safety and free withdrawal of our group's deposits, and must not carry out any illegal deductions and other illegal operations." ”
August 25: Bohai Bank Nanjing Branch forcibly withheld 450 million yuan of Jimin Credible deposits due to Huaye Petrochemical's failure to repay the loan on the repayment date. Specifically, Hang Seng Pharmaceutical first deducted 500 million yuan of deposits, and later returned 50 million yuan.
August 26: Jimin Credible carried the official seal, power of attorney, etc., to the counter of Bohai Bank Nanjing Branch to inquire, hoping to retrieve all the company's business in the bank. After the bank staff asked for instructions, they clearly stated that they would not provide it.
September 3: Jimin Credible Group Jimin Credible Group reported the case to the Wuxi police after repeated negotiations without results. The police are awaiting clarification.
October 23: Media reports, things ferment.
In the early morning of October 24, Bohai Bank Nanjing Branch called the police. The official website of the head office announced that "in the process of handling daily business with related enterprises, our branch found abnormal behavior between enterprises, and has reported the case to the public security organs and sought judicial solutions according to law." ”
On the evening of October 24, Jimin Credible Group released the "Six Questions Bohai Bank Nanjing Branch" to ask Bohai Bank for explanations.
Ironically, after the incident, Bohai Bank had hoped that Jimin would trust the re-pledge of 500 million yuan to continue to guarantee Huaye Petrochemical.
The recording material shows that on the evening of August 21, Guan Pengcheng said in the so-called "solution" that gave Ji Min credibility, "No, you will definitely laugh and say that now that this situation has occurred, how can I continue to pledge?" Once he can't renew on the 25th, once you don't give him a job, you can't pay, overdue, our bank pays on behalf of you, the first time, you will take your deposit certificate, you call the police, well, the entire certificate of deposit 2.8 billion is all frozen, you can't take the deposit certificate, the money can't be taken away. ”
Then, on August 25, Bohai Bank really forcibly withheld 500 million yuan of Hang Seng Pharmaceutical's deposits.
What also makes people cry and laugh is that Bohai Bank first withheld 500 million yuan, and later returned 50 million yuan. "It was because they found that Huaye Petrochemical had 50 million yuan on the account, so they deducted more and returned it." Xiong Dian, manager of the capital management department of Jimin Trusted Group, said.
The 2.8 billion yuan pledge "Rashomon" incident itself is still difficult to judge, but bohai Bank Nanjing Branch did not know that there were 50 million yuan on the accounts of loan customers, so it directly deducted 500 million yuan from Hang Seng Pharmaceutical, and then returned 50 million yuan, which seems to be enough to show that there are major loopholes in the bank's risk control.
02
More than 300 official seals in the pledge guarantee materials are suspected of being forged
Expert: Pledge or invalid
Jimin Credible Group said in an interview with the media on October 25 that among the materials used by banks to handle pledge guarantees, there should be a large number of forged official seals, which does not exclude the involvement of bank personnel. It is also understood that more than 300 official seals in the materials pledged for guarantee are suspected of being forged.
In the audio recording materials released by Jimin Credible Group, the staff of Bohai Bank also admitted that there were loopholes in the bank's risk control.
A staff member of the state-owned banking business department in charge of public loans told Fenghuang Finance and Economics that "according to the normal loan approval process, the situation of Bohai Bank is simply impossible." The entire loan approval and issuance process involves at least three departments, the front desk department is responsible for marketing and product design, the middle office credit approval department reviews the loan qualification conditions, and then the credit management department makes the loan. In the process, the main contract and the subordinate contract should be signed, and the deposit pledge should be carried out with the consent of the enterprise. Judging from the information currently published, according to actual experience, 2.8 billion yuan of deposits have been pledged, and it is also possible that enterprises have signed certain agreements with banks. In addition, he said that there are many problems of non-compliance in the business of small and medium-sized banks in local areas.
If Jimin Trust Group does not know, is the pledge of 2.8 billion yuan still valid?
Wang Ying, a lawyer at Jingshi Law Firm, told Fenghuang Finance's "Bank Financial Eye" that the pledge may be invalid. Article 427 of the Civil Code stipulates that the parties shall conclude a pledge contract in writing, so if the pledge contract is not signed, the pledge shall not be valid. In addition, the pledge contract also needs to include the following clauses: (i) the type and amount of the secured claim; (ii) the time limit for the debtor to perform the obligation; (iii) the name and quantity of the pledged property; (iv) the scope of the guarantee; and (v) the time and manner of delivery of the pledged property. In this incident, Jimin Trust Group was not aware of it and did not meet the conditions for entry into force. Bohai Bank's use of fake official seals to handle pledge loans is a loophole in the bank's risk control. "
Professor Liu Xiaobing of China University of Political Science and Law said: "In this case, the relationship between the enterprise and the bank is a deposit-loan relationship, the enterprise is the creditor, and the bank is the debtor. When handling the pledge of deposits, banks should conduct a formal review of the pledge relationship between the enterprise and a third party, such as whether the enterprise handling personnel have the right of agency or representative. According to the provisions of the Civil Code, if a bank pledges the deposits of an enterprise without the consent of the enterprise, it is not entitled to dispose of it, and the bank shall bear legal responsibility. If the bank and the third party maliciously collude to harm the interests of the enterprises involved, and the pledge is invalid, the bank shall also bear legal liability. ”
Professor Liu Kaixiang of Peking University Law School also said: "Of course, it is invalid in principle, but the specific circumstances of the case must be read through the evidence materials before conclusions can be drawn. "Article 154 of the Civil Code stipulates that a civil juristic act in which the perpetrator maliciously colludes with the counterparty to harm the lawful rights and interests of others is invalid. That is to say, the malicious collusion between Bohai Bank Nanjing Branch and the financier Huaye Petrochemical damaged the behavior of the third party Shanhe Pharmaceutical and Hang Seng Pharmaceutical, and the contract may be invalid. The Interpretation of the Supreme People's Court on the Application of the Relevant Guarantee System of the Civil Code of the People's Republic of China also makes it clear: "The legal representative of a company violates the provisions of the Company Law on the procedures for the resolution of the company's external guarantee, and exceeds its authority to conclude a guarantee contract with the counterparty on behalf of the company, and if the counterparty is not in good faith, the guarantee contract will not be effective against the company". This means that if the legal representative of the company exceeds the authority to conclude the guarantee contract, and the other party is also aware, the company does not bear the guarantee liability. The above-mentioned financial institution also said that in judicial practice, in many cases, if the enterprise guarantees a third party, there is a situation of "no company resolution + false seal + false authorization", and the contract will generally be invalidated.
03
Bohai Bank has been fined several times for internal control loopholes
The product involved, "New Easy Deposit", was established last year
Phoenix Finance "Bank Financial Eye" found that since last year, Bohai Bank, one of the parties to the 2.8 billion pledge "Rashomon" incident, has frequently had internal control problems, and has previously been fined for providing credit guarantees in violation of regulations.
In September 2020, The Nanjing Branch of Bohai Bank was fined 1.25 million yuan by the Jiangsu Supervision Bureau of the Banking and Insurance Regulatory Commission for "the return of loan funds for the deposit of bank acceptance drafts, the existence of deposit-loan linkage behavior, and the provision of credit guarantees for interbank investment business violations", and confiscated 6577.56 yuan of illegal gains.
On May 21 this year, the head office of Bohai Bank was fined a huge amount of 97.2 million yuan by the Banking and Insurance Regulatory Commission, and many of the 34 problems existed in the bank involved internal control issues, of which the eighth article directly named Bohai Bank for serious internal audit deficiencies. Other specific relevant violations include: 9, concealment of case (risk) information; 14, failure to implement the credit approval conditions to issue loans; 20, bank acceptance bill margin management is not standardized; 21, failure to strictly review the authenticity of the bank acceptance bill trade background.
According to public information, the 2.8 billion deposits of Jimin Trust Group in the Nanjing branch of Bohai Bank belong to the bank's "new easy deposit" business. As an innovative business of Bohai Bank, it was officially launched in Nanjing Branch in June 2020.
According to reports at the time, since the head office of Bohai Bank issued the "New Easy Deposit" innovative deposit product, the Nantong Branch of Bohai Bank organized all the account managers to train the product for the first time, and truly understood that the short-term price advantage of the product was obvious, the online purchase was simple and the starting point was low, and it supported automatic renewal at maturity, multiple advance withdrawals and pledge financing. From the news, it can at least be inferred that Bohai Bank has vigorously promoted the "new easy deposit" business. It is this "new easy to exist" business that has broken through the catastrophe of 2.8 billion yuan.
Bohai Bank staff said in an interview with the media that "New Easy Deposit" can be purchased through outlet counters or electronic channels, the former single deposit amount of 500,000 yuan, the latter single deposit amount of 100,000 yuan, the deposit period of 10 days to 1080 days. "This product is actually a fixed deposit product, but it is more flexible than ordinary time deposit products, customers can set the deposit term in advance, and know what the interest rate is before depositing."
04
Bohai Bank's real estate non-performing loans rose 55%
Pre-tax profits for corporate banking were slashed
Not only are the internal control problems serious, but the performance of Bohai Bank is not optimistic.
In the first half of 2021, Bohai Bank's revenue fell to 15.803 billion yuan compared with the same period last year. The pre-tax profit of the company's banking business is even more cut. In the first half of 2021, Bohai Bank's pre-tax profit from corporate banking fell from 1.789 billion yuan in the same period last year to 834 million yuan, a sharp drop of more than 50%.
From the perspective of safety indicators, bohai Bank's Tier 1 capital adequacy ratio and core Tier 1 capital adequacy ratio fell to 10.75% and 12.76% respectively in the first half of 2021.
In addition, bohai bank real estate loans accounted for more than the standard. Moreover, non-performing loans in the real estate industry rose by 55%, and the concentration of loans from the top ten customers touched the regulatory red line.
In the first half of 2021, Bohai Bank's real estate loans were 93.699 billion yuan, accounting for 9.59% of the total loans, and the proportion of personal housing loans was 18.87, with the total real estate loans accounting for 28.46%, more than 27.5% of the line. Non-performing loans in real estate increased from 2.385 billion yuan at the end of last year to 3.696 billion yuan, an increase of 54.97%, and the non-performing loan rate of real estate increased from 2.13% to 3.94%.
It is worth noting that the proportion of the bank's largest customer loans to net capital is 9.15%, which is approaching the regulatory requirement of 10%, and the proportion of loans to net capital of the bank's top ten customers is 54.06%, which exceeds the 50% upper limit set by the regulator.
Bohai Bank's top ten loan customers are mainly concentrated in manufacturing, leasing and business services, facing certain industry and customer concentration risks.
Bohai Bank also specifically mentioned reputation risk in this year's semi-annual report, clearly stating that it should "improve the reputation risk management and control of branches and the ability to deal with public opinion, and strengthen the construction of the bank's reputation risk management team." The "Rashomon" incident, which pledged up to 2.8 billion yuan, will undoubtedly have a significant impact on its reputation. This incident is undoubtedly a major challenge for Bohai Bank and Bohai Bank Nanjing Branch. Phoenix Finance "Bank Financial Eye" will continue to pay attention to the development of the event.