This article mainly looks at the related relationship and related party transactions of borrowing enterprises from the perspective of banks, including types, risks, identification and prevention methods.
Although state-owned enterprises do first-class and first-chain business, which is different from bank lending, if it is a settlement method such as prepayment and credit sales, there is actually a very large commonality.
Therefore, it is a very efficient shortcut for state-owned enterprises to prevent risks and learn Xi from banks. Of course, there is still a difference between ** and lending, and it cannot be completely copied, according to the characteristics of **, chain business and its own business situation, you can refer to it.
At present, the related relationship and related party transactions of borrowing enterprises are important problems that plague the credit work of banks. Related-party transactions mainly include three forms of related-party transactions: between members of a consolidated group, between members of a group and enterprises outside the scope of consolidation, and between non-group affiliated enterprises.
There are many purposes for corporate related-party transactions, including reductionLow transaction costs, improved operational efficiency and increased synergies, also including:Whitewash statements, reconcile profits, transfer assets, evade taxes and even avoid debtsHowever, the most important related risk faced by banks is the use of related party transactions by enterprises to obtain financing and conceal purposes.
The current part of the enterprise, in particularComplex and hidden related-party transactions of private enterprisesIt has become a major hidden danger to the safety of bank loans.
The main types of related-party transactions
Associated purchases and sales.
The purchase or sale of goods or the provision or acceptance of services between related parties is the most common transaction between related parties. The use of related-party purchases and sales to fabricate income and adjust profits is the most important form of abnormal related-party transactions.
Lending and related party transactions.
The enterprise provides funds to related parties by re-lending its own funds or bank borrowings to related parties, or by way of prepaid accounts or other receivables. Enterprises can adjust their profits in the form of overcharging, undercharging and not charging related party capital occupation fees.
Associated Warranties.
If an enterprise guarantees a loan from a related party, once the guaranteed enterprise fails to fulfill its repayment obligations on time, the guarantor enterprise shall bear the repayment liability.
Related asset transactions or restructurings.
Related parties buy or sell assets other than commodities to each other, including fixed assets, equity and intangible assets (such as land use rights, patent rights, non-patented technologies, trademark rights), etc., such as the parent company sells equipment or buildings to subsidiaries. Related parties achieve the purpose of adjusting profits and evading taxes through unfair transactions**.
Lease.
It usually includes operating leases and finance leases, among others. Lease contracts between related parties are also a major transactional matter.
Mainly according to the terms of the contract, one party is the other party **certain affairs, such as **sale of goods or ** signing of contracts, etc. In practice, in order to avoid the scattered transactions of each subsidiary of the same business, the group enterprise uniformly hands over the same business to one company for the purchase and sale of goods, thus forming a large number of related party transactions within the group.
License Agreement.
When there is an affiliated relationship, some kind of agreement may be reached between related parties, such as one party allowing the other party to use its trademark, etc., thus forming a related party transaction.
Debt settlement on behalf of related parties.
This is also a common form of related-party transactions between related party enterprises, such as the parent company paying for advertising expenses for the subsidiary, or repaying the overdue long-term loan for the subsidiary.
Relationship Manager Compensation.
The remuneration paid to key management personnel is also a major form of related-party transaction, such as the remuneration paid by an enterprise to the chairman, general manager and other personnel, which is also a related-party transaction.
The main purpose of corporate related-party transactions and their impact on the security of bank loans
Fictitious income to obtain financing.
Bank loans are mainly repaid by the realization of income or assets, and banks also attach great importance to the income and profitability of enterprises in the process of approving loans. Through related-party transactions, it is easy for enterprises to fabricate revenues and profits, and then arbitrage bank financing. If a bank lends money to a customer with fictitious income and profits, but is not actually able to repay, there is a lot of risk. At present, the related relationship between many enterprises is very hidden, and some group customers deliberately do not prepare group consolidated statements, or deliberately exclude some affiliated enterprises from the scope of consolidation, and at the same time carry out a large number of related party transactions with customers within the scope of consolidation to whitewash performance. If banks fail to effectively identify implicit related-party transactions, it may lead to duplicate financing and over-financing, increasing the concentration risk.
Disguise the use and increase the risk.
The use of the loan creates a corresponding asset, and the income generated by the asset or the asset itself is an important repayment**. The cost of obtaining funds from banks is relatively low, and it is easy for enterprises to fictitious or change the purpose of loans through related party transactions, and use the arbitraged bank financing for high-risk areas, such as real estate, capital expenditures or usury and other financialization operations. In addition, after obtaining bank loans, some enterprises transfer the loan funds to affiliated enterprises with poor operating conditions and do not meet the loan conditions through related party transactions. When an enterprise changes the use of loan funds, it loses the positive and organic connection between the purpose of the loan and the repayment**, and may pass on the risks arising from high-risk uses to the bank.
Isolate risks and avoid debts.
Bank loans correspond to legal entities, and the principle of independent legal personality and limited liability of shareholders are the two cornerstones of the corporate legal person system. If the borrower transfers the loan funds out of the legal entity through related party transactions, or makes the borrower a shell company by stripping assets, withdrawing funds, or suspending debts, the bank will only be able to require the borrower to repay the corresponding debts on its own assets, and it will be difficult to recover the repayment liability from the affiliated enterprise that actually uses the loan or receives the assets. Many clients have achieved risk isolation through related-party transactions, and even evaded bank debts.
Associated guarantees, amplify credit.
The credit enhancement between affiliated enterprises through mutual guarantee has magnified the total amount of credit granted by affiliated enterprises as a whole. However, from the perspective of the group as a whole, the correlation between the mutual insurance between affiliated enterprises is very high, and the risks have not been transferred or dispersed, but are actually credit lending, which increases the risk of the bank.
How to identify implicit affiliates
It is relatively easy to determine the explicit related party of the enterprise, and it is easy to verify the explicit related party of the enterprise by inquiring about the equity relationship of the industrial and commercial registration of the enterprise, the scope of consolidation of the notes to the financial statements, and the foreign investment of the enterprise. However, if an enterprise deliberately creates or conceals an affiliated relationship in order to achieve the purpose of financing, it is often difficult for banks to verify the hidden related party. Therefore, how to identify the implicit relationship and restore the related customer as a whole to "one debtor" is an important topic in credit risk control.
Implicit association is a kind of association between enterprises that does not appear to be related on the surface, but in fact implies an investment relationship or a control or influence relationship in business decision-making, capital scheduling or production activities.
In credit practice, the "five associations" method can be applied, namely:Starting from the aspects of investment linkage, personnel linkage, financing linkage, purchase and sale association and guarantee linkage, the implicit related parties of the enterprise are verified
Clarify implicit investment relationships.
Through inquiring about industrial and commercial registration information, the national enterprise credit information publicity system, Qixinbao, information on external credit reporting agencies and notes to accounting statements, etc., find out the relationship between enterprise capital, including the equity structure of the enterprise, foreign investment and other forms of investment. The shareholding structure should further trace the equity of shareholders, the capital relationship between shareholders and between shareholders and other enterprises, and determine whether the enterprise has hidden relationships such as roundabout investment, cross-shareholding, and control by the same shareholderForeign investment should pay attention to the situation of enterprises' foreign equity investment, mergers and acquisitions, and holding and shareholding enterprisesOther forms of investment should pay attention to the implicit investment behavior of the enterprise, such as covering up the foreign investment through other receivables or prepaid accounts, etc., in addition, it is also necessary to pay attention to the non-operating income of the enterprise**, and conduct cross-verification in combination with industrial and commercial registration information to verify whether the enterprise has a hidden relationship.
Clarify hidden relationships.
By querying industrial and commercial registration information, combining information sources from internal and external channels, and making full use of interviews, field investigations, etc., to find out the implicit relationship formed through personnel bonds. It is necessary to carefully verify the information on foreign investment and personnel relations of the legal representative, family members or corporate executives, pay special attention to the fact that the borrower and the counterparty have common or similar shareholders, the borrower and the counterparty jointly invest in or control the same enterprise, the legal representative or the management, etc., and use the same natural person, family member, relative or specific relationship person to cross-serve in different enterprises, and pay attention to the potential hidden relationship behind the mining.
Verify upstream and downstream customers.
The main purpose of bank verification is to discover hidden related parties and related party transactions, as well as to detect false transactions, including inquiring about the industrial and commercial registration information of upstream and downstream customers, on-site visits and verifying the flow of borrowers' funds. (1) Inquire about the industrial and commercial registration information of upstream and downstream customers. Implicit related customers usually have some common characteristics, such as the names of the 35 upstream and downstream companies falsely registered by Greenland are very similar, and then analyze their registration time, registration location, business scope, office address, contact ** and contact person, etc., it is easy to find that their upstream and downstream relationships are abnormal. In addition, banks should not only pay attention to whether there is a related relationship between the borrower and the upstream and downstream customers, but also pay attention to whether there is a suspected related relationship between the upstream customers, the downstream customers and the upstream and downstream customers, in addition to the problem of the borrower registering the upstream and downstream enterprises with the underlying employees, and whether there are directors, supervisors, senior executives and employees of the borrower among the shareholders of the upstream and downstream customers. (2) On-site visits. **The reason why it is usually easy to find the problems of enterprises and upstream and downstream customers has a lot to do with their on-site investigation methods and interview results. Banks shall conduct necessary on-site investigations for products that rely on the credit of the borrower's counterparty, such as factoring, invoice financing, order financing, etc., or customers who have a significant impact on loan repayment**. In addition, banks should pay special attention to the top 10 borrowers and buyers, new or abnormal upstream and downstream customers, especially those who meet the characteristics of "two new and one large" (i.e., newly registered companies, new customers, and large customers) and ** companies registered in Hong Kong. (3) Verification of capital flow. Special attention should be paid to the situation that some customers are both buyers and sellers of borrowers, as well as issues such as two-way transactions of borrowers' funds and the return of entrusted payment funds.
Check for unusual transactions.
Behind the abnormal transaction behavior of the enterprise, there may be hidden related relationships or false transactions. Abnormal transaction behaviors that banks should pay attention to include: (1) transactions that are obviously abnormal or obviously unfair in terms of transactions**, conditions, forms, etc.;(2) Occasional or major transactions with enterprises or individuals without normal business relations;(3) Transactions that lack obvious business logic;(4) There is only a ** contract, but there is no transaction that is obviously inconsistent with the form such as the delivery of goods and the return of funds.
Verify abnormal fund flows.
Pay attention to the whereabouts of the company's loan funds and repayment funds**, if the loan funds of a multi-family enterprise flow to the same person (many-to-one), or the repayment funds of a multi-family enterprise come from the same (one-to-many), it is likely that there is an implicit relationship with the above-mentioned enterprises. Banks can track the flow of funds by inquiring about the flow of funds of enterprises. Generally speaking, the flow of loan funds is strictly monitored by banks, and enterprises will avoid it through many methods and meansThere is no supervision on repayment, especially for enterprises to repay interest on a monthly or quarterly basis, and there are many repayments, and enterprises deliberately avoid the operation every time it is too troublesome, so it is easier for banks to find out the relationship between enterprises from the repayment of repayment.
Verify abnormal guarantee relationships.
Banks can verify the external guarantee information of the enterprise by inquiring about the loan card and the credit information system of the central bank, and if it is a listed company, it can also inquire about the guarantee information through the announcement of the listed company. Usually, there may be a correlation between the mutual insurance, environmental protection and one-to-many guarantee of enterprises. For example, the collateral of multiple lending enterprises is owned by the same person, and the loans of multiple enterprises are guaranteed by the same guarantor.
Control the risks associated with credit business
The One Debtor Principle
That is, the related customer as a whole is managed as a debtor to see whether its overall debt burden matches its financial capacity, and whether there is any over-financing, and then examines the solvency of a single customer (i.e., the borrower) on this basis. The solvency of an individual customer is closely related to its own financial situation, and is greatly affected by the group or related parties as a whole. The risks within the group or related parties as a whole are hidden, time-lagging, contagious and systemic, that is, through centralized financial management and related party transactions within the group, it is easy to whitewash the financial status and solvency of some member enterprises, and the credit risk of group customers is more concealed than that of single company customers, and it is easier to cover up early risksAs the group's financial situation continues to deteriorate, the risk contagion of member companies is very fast, and it is becoming more and more difficult to conceal it, and finally once the risk breaks out, it is often systematic. Therefore, the purpose of credit investigation and review is, first, to find out the implicit relationship of the enterprise as much as possible, and to restore the related customer as a whole to a debtor;Second, it is necessary to identify the beautifying effect of related party transactions on the financial affairs of enterprises and squeeze the water in themThe third is to carry out unified credit extension and quota management for the group or related customers as a whole to prevent the risk of credit inflation;Fourth, a one-vote veto system is implemented for the default of members of affiliated enterprises to avoid the expansion and spread of risks.
Choose the right borrower.
In the group or related customers as a whole, each member enterprise is a legal person relationship, and the bank loan corresponds to a legal entity, and once the borrower defaults, unless there is a security relationship, the parent company or other member enterprises cannot be pursued. Considering the diversification of group enterprises and the large differences in the actual operating conditions and financial conditions of member enterprises, banks should select major profitable sectors and core enterprises as lending targets as far as possible. Even if it is not possible to lend to the core enterprise, the borrower's credit should be linked to the credit of the core enterprise as much as possible. In the case of the parent company of the group as the borrower, it is necessary to consider whether it has confident assets or core business, whether the user is the parent company of the group or is lent to its subsidiaries, what is the financial management system of the group, and what is the control ability of the parent company of the group over the member enterprises.
Whenever possible, the method of asset collateral should be adopted.
The credit between the group members or affiliated enterprises is correlated, and the guarantee between the affiliated enterprises is actually a credit loan from the perspective of the group as a whole. As a member of a group or a related group, its operation and financial situation are greatly affected by the group or its related group, so the loan to the group member enterprises should be mortgaged as far as possible.
To the extent possible, control the cash flow of the Group's customers by, for example, providing cash management services.
At present, many group customers have adopted the mode of settlement center, internal bank and finance company to strengthen the management of group funds. Banks should take advantage of this trend to actively market the cash management business of group customers, and control the collection, flow and flow of funds of group customers, which can not only assist in identifying the related relationship of enterprises, but also help to improve the bank's ability to control real risks by controlling the cash of enterprises.
Develop a correlation identification and control model based on big data.
Relying on the flow of customer funds, basic customer information, statement information and guarantee information in the data warehouse (EDW), the bank can develop an association identification model to identify customer relationships, and can also monitor abnormal behaviors such as two-way transactions of customer funds, the return of entrusted payment funds and the use of affiliated enterprises to divert funds, so as to improve the bank's ability to control related risks.