insanity workout Trust and Investment Corporation

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Trust and Investment Corporation Annual Report of the Legal Analysis

Abstract: The first batch of 35 trust and investment companies to disclose in annual reports (or report summary) is based, from a legal perspective on the organizational form (corporate types), company name (trade name right), the registered capital, ownership structure, internal governance ( Directors, supervisors and managers), trade and other issues related to start of a trial. I hope that the trust and investment companies improve their operations and regulatory authorities to effectively monitor arms together initiatives to further regulate behavior and improve the annual report disclosure disclosure quality, and thus our trust business under the sun into the track of healthy development.
Key words: trust, trust investment companies, annual reports, annual summary, information disclosure
I. Introduction
Earlier this year, the CBRC promulgated the \The official launch of the annual report disclosure of trust and investment companies in China's system of mandatory information disclosure, China Banking Regulatory Commission to take three years to implement the strategy step by step, asked the first batch of 30 trust and investment companies by the end of April this year, before the disclosure of annual reports and annual summaries. Within the period specified, there are 29 companies in the China Banking Regulatory Commission designated the national newspaper to disclose the annual summary,insanity workout, only one company (Tibet Trust) for delayed disclosure in the annual report summary and approved, on May 25 announced the Annual Report Abstract. During this period, two listed companies (Shaanxi International Trust and Investment and Property development care) required disclosure of the report summary, three companies (Warburg Trust, Great Britain and Thailand trust and trust) voluntary disclosure of the report summary. Therefore, the re-registration has been completed 59 trust and investment companies, there are 35 officially revealed the 2004 annual report, accounting for 59%. They cover 21 provinces (autonomous regions and municipalities) in 26 cities, trust and investment companies: Shanghai, Beijing and Guangdong, there are three more companies were disclosed in annual reports, total 12, more than a total of 1 / 3; Tianjin, Fujian, Jiangsu, Shandong and Henan, were also disclosed in the annual report of 2 companies, totaling 10, close to the total number of 1 / 3; the remaining 13 provinces (autonomous regions and municipalities) were disclosed in a company annual reports. This geographical distribution to some extent reflect the current Trust and Investment Corporation and the regional levels of economic development association. The annual disclosure is the first time, trust and investment companies operating a wide range of public information, board and directors have publicly committed to report the truth, accuracy and integrity of a responsible person in charge of accounting and accounting agencies responsible person authenticity and integrity of financial reports also make a public guarantee. Therefore, the higher the credibility of the annual report disclosure, to a certain extent, reflect the status of the trust industry.
35 trust and investment companies are in \Annual Report Summary. Among them, the \Have two companies were in the three kinds of newspapers published in the annual report summary, there are 7 companies in the two kinds of newspapers and magazines were published in the annual report summary. This is to some extent widened the channel of the annual report disclosure, but also expanded the influence of the annual report disclosure. Most of these 35 companies have built a separate site, most of them in the company's Web site announced the full report. However, individual companies are still not established website, or did not report the contents of the site, or just the annual report published on the site summary. According to statistics, about 20% of companies do not report as required to reveal the full text. This is to some extent affected the timeliness of annual reports and full disclosure, making it difficult to quickly learn comprehensive information on trust and investment companies. In addition, the CBRC also called for the written text and the summary report prepared by the company principal place of business placed for access to customers and stakeholders. However, the 35 companies on the annual statements prepared home sites vary greatly, most of the summary statements in the annual report for the company's registered address, also expressed as \, \This broad, vague statements, it is bound to customers and stakeholders access to annual reports for any inconvenience caused and affected the annual disclosure norms. Individual company annual reports and annual summary text of the same in content, and some report that there are still more typos and other flaws, this reflects the small number of companies to disclose annual reports of serious and level of detail to be improved.
Since the first public disclosure of the annual report of Trust and Investment Corporation has an article on the annual report of the endless, mostly in the form of short commentaries to start economic analysis, not yet seen the legal analysis of the Annual Report of the article seen in the media, it must be said that Trust research (especially the Trust Law Studies) a defect. This article will focus on the legal system and regulate the level of trust and investment company's first batch of the annual report disclosure of the analysis and discussion of the law as Nian Bao Wen Ti visually author Geren Henshaoyiji the research is limited, only Zuzhi form below (the company Lei Xing) , company name (trade name right), the registered capital, ownership structure, internal governance (directors, supervisors and managers), related party transactions and other legal issues tentative research to the domestic trust practice and theory can benefit from.
Second, organizational form (corporate type)
According to statistics, the disclosure of the annual report of the trust and investment company form of organization (corporate type) based limited liability company, a total of 28, accounting for 80%; with 6 companies in the form of adoption Inc. of the total, 17%; only one company adopts the form of state-owned sole proprietorship, or about 3% of the total. This shows that the limited liability company is a trust and investment company led organization, Ltd. has occupied a certain proportion of the The existence of individual owned company is implicit trust business enterprise restructuring has not yet fully completed.
Inferred from the report itself, the Trust adopted the Tibetan form is owned company, funded by the establishment of the Tibet Autonomous Region People's Government. According to our \The limited, and this form of organization used primarily for the State Department to produce special products or belonging to specific sectors. Generally speaking, production of special products or of specific sectors of the company is to safeguard national security, safeguarding the public interests, promote the normal functioning of the national economy and other considerations, by the state (or its authorized agency or) right Naxietouzi huge and long, slow or not effective for the direct purpose of profit (the main social concern) or a special status in the national economy in areas with the establishment of a separate investment company, the use of state-owned sole proprietorship form of special need. In my opinion, trust and investment companies are not themselves produce special products, but also not be classified into specific industry areas, is still used in the form of state-owned sole proprietorship no longer necessary. Tibet Autonomous Region, trust and investment companies in its annual strategic plan, has clearly stated, \In view of this, the organizational form of state-owned sole proprietorship out of the trust industry will be just around the corner.
Limited liability company and Company Limited is China's \The reality is concerned, the limited liability company is the trust and investment companies in China main forms of organization, Limited only small proportion of the 35 companies in the limited liability company, 4 / 5, while the Corporation less than 1 / 5 evident. Limited liability companies and joint stock companies are legal entities established by law, the shareholders of the property and the company's property separate from each other, shareholders are outside the company and limited liability companies, both organizations are basically the same. However, trust and investment companies, limited liability company with the Corporation to discuss the key one is better is that capital is not divided into equal shares, the number of shareholders is restricted, the minimum registered capital to fund the money it must be set up procedures such as simple or complex, but trust and investment companies as financial institutions and corporate finance professionals on the corporate form of organization needs. Choose different organizational forms of companies, means that chose a different ownership structure, risk responsibility and the development model, despite the organizational form of each company have their own advantages and disadvantages, Dan sponsors, investors and even legislators and regulators should be combined with trust the characteristics of the industry to make the most appropriate choice.
My opinion, our trust and investment companies continue to use the limited liability company form of organization is necessary, but the future direction of development should be mainly Inc., especially for larger companies should be so. First of all, trust and investment company with registered capital of 300 million yuan as a starting point, relatively large scale of capital. Moreover, part of the trust and investment companies have or are developing a financial holding company or financial holding group, a sizable number. Compared to limited liability companies generally apply to small and medium enterprises, while the Corporation will apply to large and medium enterprises. Therefore, the Trust and Investment Corporation Ltd. more appropriate form of organization used to meet the capital increase and expand the scale of the development trend. Second, the limited liability company organized and operating on a closed or openness, can only raise capital by the promoters, there is the minimum required number of shareholders,MAC Cosmetics Wholesale, transfer of shares subject to strict restrictions on equity investment certificate that can not flow; and shares Co., Ltd. is open and social, can raise funds to the public, limit the number of shareholders have no minimum requirements, transfer of shares have more freedom, that shares of stock in circulation. Therefore, the Trust and Investment Corporation Limited forms of organization with more favorable to capital raising, equity shares of the decentralized and mobile. Again, limited liability company permission to larger shareholders, directors usually act by the shareholders, the shareholders control the board will close, the separation of ownership and management of less; the Corporation Board of Directors of the authority greater than that of the shareholders of the General Assembly control the small separation of ownership and management a higher degree. Therefore, the Trust and Investment Corporation Limited forms of organization with more favorable to reduce shareholder control, regulate related party transactions and independent development. Thirdly, the Corporation for the establishment of more stringent conditions, higher financial openness, combined with the aforementioned open and social, therefore more conducive to the supervision of the trust and investment companies. Finally, the Corporation may apply for listing of stock, trust and investment companies can continue to provide favorable conditions for development and growth. In short, with our \As early as 80 years ago for the Japanese \
In addition, the 35 trust and investment companies, only two listed companies, which is currently the only country in the trust industry two listed companies. \other conditions \Thus, trust and investment companies now listed on China's key to an executive regulatory approval. Scarce compared to the \The author believes that the regulator has the ability to allow part of a larger scale, asset quality, structural specifications, good performance according to the law of trust investment companies listed, in order to promote the trust industry to develop faster and better. Of course, trust and investment companies, in improving their own backdoor listing based on the timely development and growth are also good as a shortcut.
3, Company Name
From 35 trust and investment companies in the name of the view, nearly 50% of the company name only geographical names (where the provinces) name, company name not on the right (trade name right) to give sufficient attention. \However, the reference to \except as provided. Trust and Investment Company in the implementation of corporate personality specific, they reflect the company's business reputation, only named the lack of geographical names, company names which is not conducive to the protection of rights and business reputation, is not conducive to inter-company regional and transnational operations.
From a legal perspective, the firm is a company-specific logo is distinguished from other important characteristics of the company, both personal rights and property of the dual nature of the exclusive and private nature, and destroy the company with the same students, representing the company's reputation may also be registered as trademarks. \Currently, some trust and investment companies are paying attention to the important value of the company name, mainly through the creation of inheriting the parent firms and independent firms to gradually establish their own brands in the industry. The former, such as \\In addition, there are combined to determine the characteristics of the parent company name (trade name), such as \
Trust and investment companies in the market-oriented reforms and the establishment of modern enterprise system, process, should attach great importance to the right of businesses and firms. On the one hand, it should be a positive brand, registration and other legal means to establish the exclusive right to use the trade name; the other hand, should the company name (trade name right) into the protection of areas important intangible assets, the asset valuation, corporate mergers and acquisitions process take full account of brand value. In addition, many trust and investment companies have, are or will be set up financial holding group, during which the company name (trade name right) the transfer, use, license, etc. should establish a comprehensive legal convergence, to strengthen and expand the brand's value.
4, registered capital
Trust and investment companies now the starting point of the registered capital of limited liability companies are generally 600-3000 times, 30 times the normal Inc. [1], far higher than in urban commercial banks, rural commercial banks, insurance companies, funds management [2] and other financial corporate minimum registered capital. 35 trust and investment companies, registered capital of 2.7 billion is the highest and the lowest in 300 million yuan; the registered capital of 10 billion yuan more than 9 companies, representing about 26%; registered capital of 600 million yuan the following 23 companies, accounting for about 66%. Among them, 20 billion yuan registered capital of only three companies, the registered capital of more than 1.5 billion company in just five. Overall, strong large-scale capital investment trust companies are still small. Capital is the property of the company's survival and credit based on the basis of the company capital is the \Capital has different manifestations, as \Trust and investment companies from the annual reports of each run, the registered capital and the accounting book of the \
Registered capital is an important legal feature of the company, it and the company name, domicile, legal representative, as the company profiles should be the basic content. However,insanity workout, some trust and investment companies only in the annual accounting statements for the paid-up capital, but not in the registered capital of listed companies profile, it needs to be improved. Trust legislation from the point of view, the regulator of registered capital and a focus and extent of regulation has also undergone a process of gradual improvement. 1986, promulgated the \minimum payments were 50 million yuan, 10 million yuan and 500 million yuan, foreign exchange businesses must have 5 million, respectively, two million and 100 million cash paid the minimum own capital of the Exchange; In addition, financial trust institutional investors registered capital paid up for 3 times the monetary capital. [3] Here, the \In 2001, the \\In addition to the sponsors and the Corporation may contribute cash, but also in kind, in industrial property rights, technology, land use rights, but to industrial property rights, technology at their appraised value shall not exceed 20% of registered capital . [4] \shareholders or the promoters did not make detailed provisions on investment form. The view from the annual report disclosure, trust and investment company shareholders or promoters contribution is basically the form of monetary funds, which financial institutions are generally the corresponding characteristics.
Sense, on behalf of the registered capital of the company's top fund-raising capacity, the company operating the material conditions, shareholders of the company's commitment to the extent and limits of responsibility, the company based on the external debt obligations and other commitments. In addition, our \to maintain the company's solvency and the protection of the interests of creditors), and capital remain unchanged (non-procedure law shall not change the company's capital have been identified). Therefore, the registered capital of the Trust and Investment Corporation of great significance. 2001 \[5] While in 2002 the \1 provides trust and investment company each year from 5% in after-tax profits of extraction, as Trustee compensation reserve, but the cumulative total amount of compensation reserve 20% of registered capital, it can no longer extract. Thus, the registered capital and trust and investment company has close relationship with the trust business. 35 from the Trust and Investment Company registered capital position to see the whole, capital is still small, which to some extent, both the limited company size and business scale, also affected the company's credit quality. With the banking, securities, insurance, compared to, trust and investment company's registered capital was significantly smaller scale, there is considerable room for development. Therefore, it can actively introduce foreign investment, should, in particular for domestic private capital into the unobstructed channel for the trust industry, to enrich and enhance the trust and investment company's capital and credit.
5, ownership structure
According to statistics, in the first annual report of the disclosure, the use of a limited liability company form of trust and investment companies, the least number of shareholders is 2, the largest is 13; used form of Trust and Investment Corporation Ltd. (except for listed companies ), the least number of shareholders is 7, the largest is 38. In addition to three the number of shareholders of the \-9 a shareholder of the company have seven, 10 or more shareholders of the company 6. In addition, shareholders holding the largest proportion of over 50% of the companies have 21, the first of the major shareholding ratio of more than 90% of the companies have 10 (not including state-owned 100% owned),p90x workout schedule, the largest shareholder The maximum stake to 99.256%. Overall, you can trust and investment company ownership structure of these features are summarized as follows:
(A) through the high concentration of equity. \) [6]. The trust and investment companies,p90x workout schedule, the most concentrated in the hands of shareholders, 2-9 months, a total of 25 companies, shareholders of a few more than 20 companies, only one, but 50% of the company's only 2 shareholders, in the number of our shareholders, limited liability company's bottom line. In a sense, this highly concentrated ownership structure so that shareholder control of trust and investment companies inevitable.
(B) the controlling shareholder's ownership percentage is too high. The trust and investment companies, 60% are in absolute control of major shareholders (holding more than 50%) of the state, 29% of the company's major shareholders are \owned 100% owned), in which over 95% stake in 8 companies, there also contains six more than 98% stake in the company. Controlling shareholders is the highest proportion of registered capital of our country the highest trust and investment companies (Ping An Trust), ownership ratio as high as 99.256%. Single shareholder holding a high proportion of large shareholders, increasing trust and investment companies control the intensity.
(C) The association between the shareholders in substantially enhance the degree of concentration of equity and the controlling shareholder's ownership percentage. 35 trust and investment companies, there are five shareholders directly affiliated disclosed in detail in table 1. Especially when the number of small shareholders (such as 2-3) and the mutual relationship between the association, the company's shares almost can be considered to be concentrated in the hands of an actual controlling shareholder, the organizational form of the company at this time (such as limited liability companies) almost fake, on the surface of dispersed ownership (number of shareholders and small shareholders) to circumvent the law as a mandatory provisions of shell.
Table 1: Some trust and investment companies to disclose the shareholders directly affiliated
trust and investment companies for short
shareholders A
shareholder B
shareholders C
shareholders affiliated
total holdings
CITIC Trust
80.30%
19.70%

B is A wholly owned subsidiary of
100%
foreign trust
90%
10%

B is A wholly owned subsidiary of
100%
Jiangsu Guo cast
98%
1%
1%
B is A wholly owned subsidiary, A pair of C holding 70%, B on C shares 30%
100%
Lianhua Trust
25.49%
15.69%

B on A holding 90%
41.18%
China and Thailand trust
29.97%
9.99%

B is indirectly owned subsidiary of A
39.96%
(D) of the state capital in absolute position. 35 trust and investment companies, directly to the \), by the local government finance department (bureau) or direct holding company SAC 6 (Jilin Trust, Gansu Trust, Tianjin Trust, Bridge Trust, Inner Mongolia and Shaanxi International Trust and Investment Trust), an indirect holding of state-owned capital (that is state-owned asset management or operating company and its holding company's largest shareholder) has 22 companies, totaling 30. This state capital dominated ownership structure so that \layer of management and other problems with a deep root. In addition, the state capital in the absolute position of trust and investment companies also part of the administration of local government financial carrier, the local government was gradually losing about preferences of the company as an independent corporate finance class will affect the company's deepening reform and long-term development .
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