Trust product private seal engraved by the trustee to cause trouble in the trust of Zhongtai Trust and Fortune Securities
Every reporter Leng Hui, every editor Lu Jiu'an
The financial industry has a "radish chapter" again, this time also triggering lawsuits between financial institutions.
A few days ago, the China Judgment Documents Network announced a civil judgment that was tried and judged by the Supreme People's Court, namely Zhongtai Trust Co., Ltd. (hereinafter referred to as Zhongtai Trust) and Fortune Securities Co., Ltd. (hereinafter referred to as Fortune Securities) securities repurchase contract. The civil judgment of the second instance of the dispute and the dispute over the sales contract pushed a dispute caused by a bond repurchase breach into the public eye.
Simply put, because Zhongtai Securities failed to repurchase the corresponding bonds in accordance with the agreement, resulting in a default, Fortune Securities brought Zhongtai Trust to court to request performance and compensate for liquidated damages. Zhongtai Trust stated that it had not signed the so-called "bond forward sale agreement" with Fortune Securities, the agreement was false and invalid, and the seal was forged. The first instance of the case supported the request of Fortune Securities, while the second instance overturned the verdict of the first instance and found that there was no evidence to prove the authenticity of the agreement.
Judging from the judgment of the second instance, the case was caused by Beijing Kangsi Capital Company Management Co., Ltd. (hereinafter referred to as "Kangsi Capital"), the trustee of a trust product under Zhongtai Trust, forging the official seal and imposing an agreement in the name of the trust company.
Bond repo default leads to disputes
Zhongtai Trust has a "China-Thailand Bond Investment (HH1) Single Fund Trust" (hereinafter referred to as HH1 Trust). In August 2014, the trustee and beneficiary of the trust product changed to Kangsi Capital.
Returning to the starting point of this case, on January 16, 2017, Fortune Securities (Party A) and Zhongtai Trust (Party B) on the "Xingtai Bond Investment (HH1) Single Fund Trust" products of 15 Xing'an Bonds, 16 Red Fruits Small The micro-bond sale and purchase signed the "Bond Forward Sale and Purchase Agreement" and agreed on the rights and obligations of both parties.
On the same day, Guohai Securities and Zhongtai Trust purchased the Xing'an bonds with a face value of 100 million yuan in four sums through China Foreign Exchange Trading Center, and settled with the Central Government Bonds Registration and Clearing Co., Ltd. Subsequently, Fortune Securities bought the above-mentioned 15 Xing'an bonds with a face value of 100 million yuan from Guohai Securities in four sums at the China Foreign Exchange Trading Center at a net price of 101.5035 yuan and a full price of 101.9437 yuan.
At the same time, Guohai Securities purchased 16 Hongguo small and micro debts with a face value of 100 million yuan from Zhongtai Trust in four ways as described above. Subsequently, Fortune Securities bought the above-mentioned 16 Hongguo small and micro-debts with a face value of 100 million yuan from Guohai Securities in four ways in accordance with the above-mentioned method.
Generally speaking, the "Bond Forward Sale and Purchase Agreement" refers to a financing agreement of the type of bonds sold as a repurchase. In the above transaction structure, Kangsi Capital is the trustee and beneficiary of the HH1 period trust, Zhongtai Trust (HH1 period trust) is the sell-back repurchaser, wealth securities are the financial investors, and Guohai Securities is equivalent to the channel role. .
However, Zhongtai Trust did not repurchase the two bonds in accordance with the time stipulated in the Bond Forward Sale and Purchase Agreement, namely February 16, 2017. After the extension agreement, on March 2, 2017, Zhongtai Trust repurchased 16 Hongguo small and micro bonds from Fortune Securities, but did not repurchase 15 Xing'an bonds on time.
Since then, the two parties have renewed four times on the time for Zhongtai Trust to repurchase 15 Xing'an bonds. It was agreed in the "Bond Forward Sale and Purchase Agreement" signed on March 28, 2017, the last extension, that Zhongtai Trust should repurchase 15 Xing'an Bonds on April 18, 2017 at a net price of 101.3994 yuan and a full price of 103.3973 yuan. The default terms are consistent with the Bond Forward Sale and Purchase Agreement of January 16, 2017. Since Zhongtai Trust has not yet repurchased the 15 Xing'an Bonds from Fortune Securities on April 18, 2017, the bonds are still held by Fortune Securities to this day.
Zhongtai Trust refuses to accept first judgment
In the end, Wealth Securities sued Zhongtai Trust to the court, requesting that it be ordered to execute the "Bond Forward Sale and Purchase Agreement" signed with Wealth Securities, and pay Wealth Securities a total purchase value of 100 million yuan, with a code of 1580303 yuan. The consideration of Xing'an Bonds was 103,397,300 yuan; and a three-ten-thousandths-day penalty fee was paid to Fortune Securities in accordance with the amount of default and the number of days of default.
In this regard, the first instance verdict supported the claim of wealth securities.
The court of first instance held that the series of "Bond Forward Sale Agreements" signed by Fortune Securities and "China-Thai Trust for the China-Thailand Bond Investment (HH1) Single Fund Trust" product sale were the parties' true intentions and did not violate laws and administrative regulations. Mandatory provisions, legal and effective. Both parties shall perform the corresponding rights and obligations according to the agreement. China-Thailand Trust said that the two parties did not sign a "bond forward sale agreement", and the product seal stamped on the agreement was forged, and the reason could not be established.
Zhongtai Trust dissatisfied and mentioned the above. In June 2019, the Supreme People's Court filed a case; in August 2019, the Supreme People's Court opened a trial for the case.
During the second instance, Zhongtai Trust submitted some evidence, including:
1. (2019) Jingguo Xinmin No. 04289 “Notarization Certificate” and “Statement” of Ping Xiaokang, the legal representative of Kangsi Capital at the time of the transaction, intending to prove that Ping Xiaokang acknowledged that he had no knowledge of Zhongtai Trust Under the circumstances, the "China-Thai Trust Company Investment (HH1) Single Fund Trust Special Seal" was engraved, and this seal was used to sign multiple "bond forward sale agreement" with Fortune Securities and other facts;
2. The "Statement" issued by Kangsi Capital, the facts to be proved are the same as evidence 1;
3. Ping Xiaokang's testimony in court, the facts to be proved are the same as the evidence 1, 2;
4. (2019) Beijing Changan Neijing Zhengzi No. 40113, 40114 notarization and "China United Network Communications Co., Ltd. Beijing Branch Customer Comprehensive Business Registration Form" and "China Unicom Customer Bill", which intends to prove the "Bond Forward Sale and Purchase Agreement" The fax number 010-683 ×××× 5 is registered and used by Kangsi Capital.
It's actually the turnip chapter
Upon review, the Supreme People's Court has certified the evidence submitted by Zhongtai Trust as follows:
Evidences 1, 2, and 3 were consistent. Ping Xiaokang testified in court and accepted the inquiry. Ping Xiaokang and Kangsi Capital stated that the "Bond Forward Sale and Purchase Agreement" was signed by Kangsi Capital employees and Fortune Securities. The trust statement is consistent with the fact that the "bond forward sale agreement" retrieved from Minmetals Securities was stamped with the official seal of Kangsi Capital, which can prove that Kangsi Capital participated in the "bond forward sale agreement" involved in the case. Signing. Evidence 4 Wealth Securities recognizes its authenticity, and this court accepts it.
Fortune Securities did not submit evidence in the second instance. The court of second instance found that Kangsi Capital participated in the signing of the "Front Bond Sale Agreement" involved in the case. The "Party B: China-Thailand Bond Investment (HH1) Single Fund Trust Plan" stated in the "Front Bond Sale Agreement" The fax number “010-683 ×××× 5” is the number registered and used by Kangsi Capital.
In addition, regarding the four bond transactions before the 15 Xing'an bond transactions identified in the first instance, both China Trust and Wealth Securities have actually performed the four transactions, but China Thailand Trust is based on the "trust contract" with Kangsi Capital. It was agreed that in accordance with the client's instructions issued by Kangsi Capital, transactions were conducted with Fortune Securities.
The "Forward Bonds Forwarding Agreement" submitted by Fortune Securities on the four transactions is the same as the "Forward Bonds Forwarding Agreement" on January 16, 2017. The parties are not Zhongtai Trust and have not been signed by the legal representative of Zhongtai Trust. With the official seal of Zhongtai Trust, the contact person of Party B is Wu Weijun, and the fax number of Party B is 010-683 ×××× 5 is the number of Kangsi Capital, not the number of Zhongtai Trust. There is no evidence that Zhongtai Trust signed the above agreement.
At this point, the case has ushered in a reversal. The second instance held that there was no evidence to prove that China and Thailand Trust signed the Bond Forward Sale and Purchase Agreement of January 16, 2017 on the purchase and sale of 15 Xing'an bonds, and there was no evidence to prove that there was an agreement, actual transaction and The trading habits of the final repo.
The transactions carried out by Zhongtai Trust are based on the orders of Kangsi Capital's principals. The first trial determined that China-Thai Trust and Wealth Securities had formed a trading habit and model of signing agreements, actual transactions and final repurchase, which lacked factual basis.
In December 2019, the Supreme Court's second-instance judgment is also the final judgment. The first-instance judgment of Hunan Province (2018) Xiangminchu No. 3 Civil Judgment was revoked, and the wealth securities lawsuit was rejected. The first- and second-instance case acceptance fee of RMB 597,050 was borne by Fortune Securities.
(Responsible editor: Wei Jingting)
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