Economic Observer reporter Cai Yuekun Hong Xiaotang What is the relationship between the collateral storm and the huge loss of structured bond issuance and the substantial default of the company's bonds?
Following the debt crisis of Sunbeam Holding Group Co., Ltd., Sanding Holding Group Co., Ltd. (hereinafter referred to as "Sanding Holdings"), the second private top 500 enterprise in Yiwu, has also fallen into a debt dilemma.
On the evening of September 6, Sanding Holdings issued an announcement that the "17 Sanding 01" corporate bonds could not be redeemed on time, and the "17 Sanding 01" failed to pay the principal and interest on time on the maturity date of the resale, with a scale of 344 million yuan. The lead underwriter is Guorong Securities Co., Ltd. (hereinafter referred to as "Guorong Securities").
Regarding the reasons for the default, Sanding Holdings said that due to multiple factors such as macro leverage reduction, bank credit contraction, and financing difficulties of private enterprises, the company's liquidity problems and debt repayment pressure were relatively large, resulting in the company's failure to repay the principal and interest of the corporate bonds (phase I) issued by Sanding Holdings on time.
It is understood that Sanding Holdings is a large group enterprise mainly based on nylon, webbing and other entities, while covering finance, cross-border trade, tourism and other industries, and its holding listed company Yiwu Huading Nylon Co., Ltd., referred to as Huading Shares (601113.sh). At present, Sanding Holdings is funded by Ding Zhimin, Ding Ermin and Ding Junmin in monetary funds, with shareholding ratios of 34.00%, 33.00% and 33.00% respectively. Ding Zhimin is the actual controller of the company.
Behind the default of Sanding Holdings, according to the reporter's multiple verifications, at the issuance stage, Sanding Holdings was involved in the "mutual holding type structured bond issuance" model that led to huge losses, and involved in issues such as the private placement "agency investment" interest chain, and some individual investors invested through the secondary market and were involved in the event.
In this regard, the reporter called The mobile phone of Liu Dongmei, vice president and financial director of Sanding Group, to try to understand the specific situation, but the other party did not connect; the reporter contacted Ding Zhimin, one of the actual controllers of Sanding Group, who replied that "there are more recent events, and contact when there is time." ”
default
There are early signs of default by Sanding Holdings.
According to the reporter's information from many parties, Sanding Holdings had communicated with the lead underwriter Guorong Securities to some bond-holding institutions in early 2019, but it was rejected by investors.
Bond resale day is coming soon. It is reported that 17 Sanding 01 is a 3-year period, and at the end of the second year, there is an issuer's option to adjust the coupon rate and an investor's option to sell back, and September 6 is the resale date of 17 Sanding 01. Before the resale, on September 3, an investor of "17 Sanding 01" told reporters: "The 17 Sanding 01 bond is the resale date this Friday, and has repeatedly communicated with the issuer and the underwriter, all of which replied that it is impossible to guarantee the normal payment of this bond. ”
On September 6, 17 Sanding 01 had a material default. In this regard, the relevant person of Guorong Securities replied that Guorong Securities, as the trustee of Sanding Holdings' public issuance of corporate bonds to qualified investors in 2017, continued to carry out entrustment work in accordance with regulatory regulations and agreements with investors, and actively safeguarded the interests of bondholders.
"There is no further action at this time, and the specific decision will need to be made at the company level next week." The above-mentioned relevant person of Guorong Securities said. In addition to "17 Sanding 01", Sanding Holding Group issued four bonds of "17 Sanding 02", "17 Sanding 03" and "17 Sanding 04" in 2017, totaling 2 billion yuan.
Two days before the default, that is, on September 4, United Credit Rating Co., Ltd. (hereinafter referred to as "United Rating") downgraded the long-term credit rating of Sanding Holdings from aa to a, and the credit rating of the bonds of "17 Sanding 01", "17 Sanding 02", "17 Sanding 03" and "17 Sanding 04" was downgraded from aa to a; at the same time, the company's entities and the above debts were included in the rating watch list that may downgrade the credit rating.
United Rating said that as of the end of 2018, the company's ownership or use rights were restricted assets totaling 7.295 billion yuan (of which, investment real estate was 5.031 billion yuan, all mortgages have been restricted), accounting for 31.26% of the total assets in the current period, and the scale of asset restrictions was large; the total debt was 8.486 billion yuan, short-term debt accounted for 61.49%, the company's liquidity was tight, short-term debt repayment pressure was larger; the company's "17 Sanding 01" and "17 Sanding 02" issued in 2017 The resale period of the four corporate bonds of 17 Sanding 03 and "17 Sanding 04" is 2019, and the company is facing greater pressure to concentrate on repayment.
On September 9, The Joint Rating downgraded the long-term credit rating of sanding holding group entities from a to c; downgraded the credit ratings of "17 Sanding 01", "17 Sanding 02", "17 Sanding 03" and "17 Sanding 04" from a to c; and removed the company's entities and the above-mentioned bonds from the rating watch list that may downgrade their credit ratings.
In the view of industry insiders, although United Ratings downgraded the bonds before default, its early warning of the occurrence of default risk is still later than expected. "Before the Sanding Group had already shown signs of default, the tracking of the rating company was still a little late, and the final rating was still A-grade." A debt underwriter of a securities company in Beijing said, "Of course, this is also related to the overall situation of Sanding's books, and it is not excluded that there are problems in the statements." ”
Collateral storm
According to the reporter's understanding, before the "17 Sanding 01" resale, Sanding Holdings had promised to pledge its two hotels to the bond to increase credit, and later cancelled it, which puzzled investors.
A number of investors of "17 Sanding 01" told reporters that before the resale, Sanding Holdings hoped to negotiate with investors by increasing the mortgage guarantee for "17 Sanding 01", hoping that investors would suspend or revoke the resale of "17 Sanding 01", but some investors refused.
An investor said that the relevant person in charge of Sanding Holding Group hoped that investors would first suspend the resale or revoke the resale of "17 Sanding 01", and then make a mortgage guarantee for the bond. However, most retail investors are not satisfied with Sanding Holdings' proposal.
Another private equity investor told reporters that Sanding Holding Group should first do the mortgage guarantee of the "17 Sanding 01" bond, and then communicate with investors, otherwise it is difficult to gain the trust of investors.
On July 30, before the resale of "17 Sanding 01", Sanding Holding Group announced: "It will be intended to use the property rights of Yiwu New Century Grand Hotel and Yiwu Marriott Hotel in Yiwu City, Yiwu City, which are legally owned by Sanding Holdings in Yiwu City, Zhejiang Province, as collateral collateral, and there are still bank project loans on the collateral, and the proposed new mortgage collateral is to establish a subordination mortgage right, that is, Guorong Securities will be the subordination mortgagee." The details of the collateral shall be subject to subsequent announcements. ”
However, on August 31, Huading Shares, a listed company under Sanding Holding Group, said in the Indicative Announcement on the Company's Self-Inspection of the Capital Occupation of controlling shareholders: "After the company's self-inspection, from January 2019 to July 2019, the company's controlling shareholders occupied a total of 596,905,244.51 yuan (excluding interest) through suppliers and construction projects under construction. The proportion of the Company's latest audited net assets was 10.27%. ”
Huading shares announced that the controlling shareholder Sanding Group has formulated a plan for the return of occupied funds, and will follow up with the property rights of the new century Grand Hotel and the marriott hotel two five-star hotels located in the financial business district of Yiwu City as collateral for the occupied funds, and the relevant mortgage procedures are underway.
A number of investors told reporters that Sanding Group first mortgaged two hotels to the bonds to increase credit, and then reversed the mortgage procedures and mortgaged them to listed companies.
"Structured bond issuance" made a huge loss
The reporter exclusively learned from a number of people close to Sanding Group that the 4 bonds issued by Sanding Group all involve structured issuance, which is not unrelated to the "mutual holding structured bond issuance" model adopted in its bond issuance.
The relevant senior person of Sanding Holdings once said to investors: "We hold structured bonds ourselves, pay hundreds of millions of yuan of funds, and not a penny has returned!" ”
The so-called structured bond issuance refers to the way in which private equity institutions and underwriters realize the issuance of debt through the design of issuers' self-purchase and hierarchical asset management products. Previously, structured bond issuance was mainly divided into three modes: "issuer's flat-level self-purchase", "issuer's subscription after asset management inferiority", and "interbank repurchase financing after the issuer's full subscription".
At the beginning of the year, the structured account of Sanding Bond also caused the price of Sanding Bond to fluctuate abnormally due to liquidity pressure, and in the case that Sanding Group and the underwriter Guorong Securities did not disclose in time, some individual investors were involved in the acceptance of transfers in the secondary market through private placement products.
In the view of an industry insider, compared with self-sustaining structured bond issuance, the structured model of mutual holding is misleading in attracting priority funds, and it is also easy to aggravate the conductivity of risks, and in the process of operation, there is no shortage of interest transmission behaviors such as rebates between issuers and institutions.
The person believes that the contradictions exposed by the default of the Sanding bonds may only be the tip of the iceberg of risk exposure under the chaos of structured bond issuance.
According to the reporter, the regulator has previously explored the phenomenon of structured bond issuance and the indirect self-sustainment of some issuers exposed by the default of non-bank interbank since June.
However, the mutually held structured bond issuance involved by Sanding Group is different from the above-mentioned various self-sustainment models. This model means that two or more independent bond issuers, operated by institutions, act as holders of inferior backs of each other's structured bond products, attract preferential funds to enable bond issuance and financing.
Taking Sanding Group as an example, under the mutual holding mode, Sanding Holdings will contribute to the subscription of the inferior subordinate of another private enterprise bond asset management product, and the subscribed party will also become the inferior subordinate holder of the Sanding bond asset management product.
"The inferior funds issued by the issuer do not hold their own bonds, but hold the inferior grades of other bond products through one or more products." A private equity fixed income person in Beijing said.
solution
After the default of Sanding Holdings, the bond investors have been unable to get in touch with the actual controller. However, according to the reporter's understanding, 5 days after the default, the actual controller of Sanding Holdings appeared at the bondholders' communication meeting on September 11.
It is reported that Ding Zhimin and the relevant responsible persons communicated with investors on the issue of bond redemption. Ding Zhimin said that the local government has given great support to solve the bond problem. Sanding Holdings will increase the value and accelerate the realization capacity according to the government's policy of dividing and transferring the two five-star hotels of Yiwu New Century Grand Hotel and Yiwu Marriott Hotel in accordance with the property-owned hotel, as well as the policy of giving 366 mu of industrial land in Yiwu City to the Zhejiang Provincial Small and Micro Entrepreneurship Park, as a preliminary plan to repay the principal and interest of the bonds, but the implementation of the policy and the realization process will take 2-3 years.
However, according to the reporter learned from a number of investors, he was not satisfied with Ding Zhimin's solution. One of the investors told reporters: "Sanding Holdings may have maliciously evaded debts, because the company's financial data is performing well, but it is doubtful that it cannot repay 344 million yuan of bonds." ”
For investor doubts, the reporter inquired about the "2018 Annual Report of Sanding Holdings" and learned that from 2016 to 2018, Sanding Holdings achieved operating income of 10.543 billion yuan, 11.084 billion yuan and 12.539 billion yuan, and achieved a net profit of 1.017 billion yuan, 778 million yuan and 482 million yuan; in addition, as of the end of 2018, the balance of the issuer's monetary funds was 1.911 billion yuan and the balance of unused credit was 1.888 billion yuan.
In this regard, the reporter called the reporter again to call Liu Dongmei, vice president and financial director of Sanding Group, to try to understand the specific situation, but the other party did not connect.
According to one of the investors who participated in the bondholders' communication meeting, the Yiwu Municipal Government is also communicating with enterprises about the issue of bond arrangement and payment. In this regard, the reporter called the relevant person in charge of the Yiwu Municipal Financial Office, and the other party did not answer.
For Ding Zhimin's statement at the meeting, "We hope that Sanding Holdings can implement relevant measures and put the protection of the vital interests of creditors in the first place", many bondholders said that there are still doubts.
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