Business Overview Accounts receivable pledge refers to the behavior that the borrower sets a pledge guarantee to the bank with its own or third-party accounts receivable creditor's rights in order to obtain loans to meet its capital needs. Loan object and debtor 1. The loan object of accounts receivable pledge is limited to enterprises and institutions with stable business relations with banks and credit above AA level. 2. Accounts receivable debtors should be large and medium-sized enterprises with AAA credit rating; If the credit rating is below AAA, it must meet the standards required by the head office. The debtor should be a downstream enterprise with a long-term close supply and marketing relationship with the borrower, and meet the following conditions: (1) It has a good credit record and has not defaulted on the loan principal and interest of financial institutions in recent two years; (2) There is no malicious act of defaulting on the money of upstream enterprises; (3) Normal production and operation, sufficient cash flow, and no potential risks such as major economic disputes or insolvency; (4) It must be the loan term of the non-affiliated enterprise of the seller and the pledge requirement of accounts receivable 1. Accounts receivable pledge loans are mainly used to meet the liquidity needs of borrowers, and the loan term shall not exceed one year, and shall not exceed the validity period of accounts receivable pledge. 2. Accounts receivable include the following rights: (1) Creditor's rights arising from sales, including selling goods, supplying water, electricity and heating, and licensing intellectual property rights. (2) Creditor's rights arising from leasing, including leasing movable property or immovable property; (3) Creditor's rights arising from the provision of services. 3. Accounts receivable should have a real trading background, be established legally, and meet the conditions and relevant requirements stipulated by law. Before the loan is issued, the accounts receivable should be unsecured and flawless creditor's rights. 4. The value of accounts receivable only refers to the net amount that the seller should charge the buyer after deducting the advance payment, payment, commission and sales discount according to the business contract. When pledged, its account age shall not exceed one year. Accounts receivable pledge loan is to obtain loans from commercial banks with accounts receivable as pledge guarantee. The connotation of accounts receivable mentioned here is relatively broad, and it is not simply limited to inter-enterprise accounts receivable in the accounting sense. According to the "Measures for the Registration of Accounts Receivable Pledge" issued by the People's Bank of China, the accounts receivable that can be pledged include five rights: first, the creditor's rights arising from the sale of goods and the supply of water, electricity, gas and heating; The second is the creditor's rights arising from renting movable property and real estate; The third is the creditor's rights arising from the provision of services; Fourth, the right to charge for real estate such as roads and bridges; The fifth is the creditor's rights arising from providing loans or other creditor's rights. \ x0d \ x0d \ pledge loan of accounts receivable is a new kind of loan in China. The Property Law, which came into effect on June 10 last year, provides a clear legal basis for commercial banks to provide pledged loans for accounts receivable. At the same time, the total amount of accounts receivable of enterprises in China is as high as 5.5 trillion yuan, so providing pledged loans for accounts receivable has a very broad market prospect. However, compared with real estate mortgage loan, accounts receivable mortgage loan faces greater risks, and commercial banks still lack effective experience in identifying, evaluating and controlling such loan risks. Therefore, it is necessary to strengthen the research on the risk of accounts receivable mortgage loan. \x0d\ \x0d\ 1. Development background and significance of accounts receivable pledge loan \x0d\ \x0d\ SME financing has a long history and has become a "bottleneck" restricting the development of SMEs in China. The main crux of financing difficulty is the lack of effective mortgage collateral for enterprises. For a long time, China's "Guarantee Law" only allowed real estate, machinery and equipment, transportation and so on. As collateral. In practice, banks also tend to accept real estate such as land and houses as collateral for loans. This practice is seriously divorced from the actual situation of small and medium-sized enterprises. Because the proportion of real estate in the total assets of small and medium-sized enterprises in China is very small, accounting for only about 25%, and most of the rest are movable property. The system is out of touch with reality, which on the one hand leads to the difficulty of enterprise loan guarantee, on the other hand leads to serious idle waste of large movable property resources such as accounts receivable and inventory. \ x0d \ x0d \ 1 June+10/October, which came into effect, expanded the scope of chattel mortgage guarantee, and stipulated that accounts receivable, raw materials, finished products, semi-finished products and chattels not explicitly prohibited by law can be mortgaged, which provided a legal basis for the extensive development of chattel mortgage financing. At the same time, Chinese enterprises have abundant accounts receivable resources. About 60% of the total assets of SMEs are accounts receivable and inventory, of which the total accounts receivable is as high as 5.5 trillion yuan. Therefore, the establishment of accounts receivable pledge loan can effectively solve the financing problem of small and medium-sized enterprises. \ x0d \ x0d \ For a long time, commercial banks have relied heavily on real estate guarantee, and real estate has become the main indirect assets of banks, with increasing potential risks. The development of accounts receivable pledge loan is just beneficial for banks to improve the existing loan guarantee structure and effectively disperse and resolve loan risks. In addition, the development of accounts receivable pledge loans is also conducive to promoting financial innovation, cultivating new profit growth points, improving the competitiveness of banks and prospering financial markets. \x0d\ \x0d\ Providing pledged loans for accounts receivable fully conforms to the mainstream trend of international financing development. According to the World Bank's survey of 130 countries and regions around the world, 83% countries and regions support pledge financing of accounts receivable. A survey in the United States shows that 70% of SME loans are secured by movable property, and accounts receivable and inventory account for 66% of these movable property. Therefore, it is not only necessary, but also completely feasible to draw lessons from the mature management experience of developed countries and vigorously develop the pledge loan business of accounts receivable in China. \x0d\ \x0d\ II。 Risks faced by pledged loans of accounts receivable \ x0d \ \ (I) Validity risks of basic contracts \ x0d \ x0d \ Whether the accounts receivable used for setting pledge are established and finally realized is directly related to the validity of the basic contracts that generate the accounts receivable. If the basic contract itself violates the prohibitive provisions of laws and social ethics and cannot be performed from the date of the establishment of the contract, the basic contract is likely to be deemed invalid, such as accounts receivable arising from contracts such as gambling, smuggling and selling state monopoly products. The loss of the validity of the basic contract directly leads to the non-existence of accounts receivable itself, and the pledge established for this purpose is bound to be a castle in the air. \ x0d \ x0d \ (II) Risks of the debtor's right of defense of accounts receivable \ x0d \ x0d \ The pledgor's creditor's rights of accounts receivable are based on its full performance of contractual obligations. In the case that the pledgor should perform the obligation of delivering goods, services or assets first according to the basic contract, if the pledgor fails to perform the above obligation first, the debtor of accounts receivable has the right to defend according to the contract law; Even if the pledgor has sent the relevant goods, the debtor of accounts receivable can inspect the relevant goods delivered by the pledgor within a reasonable period of time, and then make payment after passing the inspection, that is, it can defend the goods delivered by the pledgor or the pledgor's improper performance of contractual obligations. Based on the above reasons, the pledge of accounts receivable of the loan bank may be in turmoil from the beginning of its establishment, and it can only be determined after the pledger fully fulfills its contractual obligations. \x0d\ \x0d\ (3) Risk of false rights \x0d\ \x0d\ 1. Fictitious accounts receivable. In this case, accounts receivable simply do not exist; Second, the original accounts receivable were paid off before the pledge was established, but the pledgor did not enter it into the account; Third, after the pledge was established, the pledger collected the money paid by the debtor of accounts receivable, but did not deposit it or keep it, but used it for other purposes, resulting in the subsequent absence of accounts receivable. Pledge with non-existent accounts receivable, and the pledge contract is invalid from the beginning; If the pledge does not exist later, the pledge contract may be deemed invalid. In any case, its essence is that there is no second source of repayment, and the lending bank will face risk losses. \x0d\ \x0d\ (4) Risk of inflated price \x0d\ \x0d\ First, the pledger or pledger colluded with the borrower to falsely report the price of accounts receivable, making it exceed the price agreed in the contract or actually payable. Second, goods are sold at a discount, and the outbound price and return discount are accounted for separately, which leads to the inconsistency between accounts receivable and the final actual payable price. In this case, the value of the second repayment source may be insufficient or obviously insufficient. \ x0d \ x0d \ (5) Risk of invalid pledge registration \ x0d \ x0d \ Different from the substantive examination of general mortgage registration of property rights, relevant laws and regulations clearly stipulate that the registration authority shall adopt a formal examination method for pledge registration of accounts receivable, and the materials that the pledgee needs to submit when handling pledge registration are only the agreement signed by both parties, and the registration contents shall be filled in by the pledger. The registration authority only examines whether the elements are complete, does not require the registrant to submit a pledge contract, does not examine the legality and authenticity of both parties, and does not examine the authenticity and accuracy of the scope of rights. So it is a typical formal exam. In this way, the substantive examination responsibility of accounts receivable is incumbent on the lending bank, resulting in the following two problems: first, the registration authority does not bear legal responsibilities such as compensation for pledge registration errors; Second, pledge registration has no credibility. If the right of registration is inconsistent with the real right, the real right shall prevail. Once the registered accounts receivable are untrue, the pledge registration will lose its practical significance, and the lending bank will have no priority to be compensated and face potential risk losses. \x0d\ \x0d\ (6) \x0d\ \x0d \ \ x0d \ is a special term in international trade, which generally refers to artificially advancing the formation time of relevant documents. If the pledgor transfers the pledged accounts receivable by countersignature, the law does not clearly stipulate what legal consequences will occur. It is generally believed that this may be because the pledge does not exist when the pledge contract is signed, and the pledge contract is invalid from the beginning, thus making the loan bank lose its second repayment source. \ x0d \ x0d \ (7) Risk of waiver of rights \ x0d \ x0d \ What are the legal consequences if the pledger gives up or gives away all or part of the rights of accounts receivable after pledge, or the debtor of accounts receivable gives up part or all of his creditor's rights, and the debtor of accounts receivable gives his property to a third party? There is no clear stipulation in the Property Law. However, if the pledgor waives the contractual creditor's rights, the lending bank may apply to the court to cancel the pledgor's waiver of rights according to the "revocation right" stipulated in the Contract Law. However, if the debtor of accounts receivable is in good faith subjectively, the court may consider that the pledge contract is partially or completely invalid in order to protect the rights and interests of the debtor of accounts receivable or a third party. When the debtor of accounts receivable gives up his creditor's rights, his debt property will be reduced and his solvency will be weakened, so there is the possibility that accounts receivable can't be paid off, which may affect the full realization of pledge. \x0d\ (8) Risk of poor management \ x0d \ x0d \ 1. The debtor of accounts receivable has paid off the sales amount, but the sales staff did not give it to the company, but used it for other purposes, which made the accounts receivable "empty" and often could not be recovered. In this case, accounts receivable may be eliminated at the time of pledge or after pledge, but both of them make the second repayment source meaningless. Second, if the salesperson has a certain floating right to discount and sells at the lowest discount, but in order to get more bonuses or other benefits, he is reimbursed at full price or higher discount, but the pledgor doesn't know it, and keeps accounts at the sales price quoted by the salesperson, so that the pledged price of accounts receivable is higher than the actual payable price, which may make the value of the second repayment source insufficient. \ x0d \ x0d \ (IX) Risk of limitation of action \ x0d \ x0d \ Contract creditor's rights are limited by limitation of action, and the creditor's rights that exceed the limitation of action will become natural creditor's rights, losing the right to win the case and not being protected and supported by law. Generally speaking, the right to charge has a starting and ending time period, and only during this time period can the charging behavior be protected by law. If the pledged contractual creditor's rights have exceeded the limitation of action, unless the debtor of accounts receivable voluntarily performs, it is impossible for the lending bank to obtain repayment from the debtor, thus making the pledge guarantee meaningless. Before the loan is paid off, if the pledger fails to exercise or slowly exercises the limitation right, and interrupts or suspends the limitation of action of the contractual creditor's rights, it may result in the fact that the contractual creditor's rights have exceeded the limitation of action and become natural creditor's rights, which is not protected by law. \ x0d \ x0d \ (10) Risk of the debtor of accounts receivable exercising the right of set-off \ x0d \ x0d \ Even if all other conditions are complete, the debtor of accounts receivable can claim to offset the creditor's rights of both parties at any time under the condition that the debtor of accounts receivable and the pledgor bear the same debts due to each other, thus eliminating the pledged creditor's rights of accounts receivable. Article 9 1 of China's Contract Law stipulates that the rights and obligations of the contract shall be terminated if the debts offset each other. This provision provides a legal basis for the debtor to claim that accounts receivable and creditor's rights offset each other. Moreover, the exercise of the right of set-off is a unilateral legal act without the consent of the other party, so it is uncertain for the lending bank. \x0d\ \x0d\ III。 Countermeasures to prevent the risks of accounts receivable pledged loans \ x0d \ \ (I) Strengthening the pre-loan investigation and evaluation \ x0d \ x0d \ Compared with the issuance of real estate mortgage loans, the pre-loan investigation of accounts receivable pledged loans covers a wider range and has a heavy investigation task. Commercial banks should not only investigate the production, operation and credit status of loan enterprises, but also check the credit and strength of accounts receivable debtors; It is necessary not only to verify the existence of accounts receivable, but also to examine whether accounts receivable can be transferred and pledged, and to examine whether the contract price is normal and reasonable, so as to ensure that the pledged price of accounts receivable does not increase; Not only should we understand the assets and liabilities of the pledgor and the accounts receivable debtor, but we should also pay attention to the pledgor's management measures for sales and capital withdrawal, as well as the creditor's rights management level of the accounts receivable debtor. \ x0d \ x0d \ (II) Choosing qualified accounts receivable \ x0d \ x0d \ accounts receivable pledge must meet certain conditions: the products under accounts receivable have been issued and accepted by the buyer; The purchaser has strong financial strength and no bad credit record; The buyer confirms the specific amount of accounts receivable and promises to pay it only to the seller's designated special account in the loan bank; The due date of accounts receivable is earlier than the repayment date agreed in the loan contract. \x0d\ \x0d\ It must be noted that the following accounts receivable cannot be used to set pledge and need to be excluded from the total accounts receivable: first, the hedging account, that is, the money owed by the loan enterprise to the debtor of accounts receivable at the same time; Second, accounts receivable with an age of more than 90 days; Third, all accounts receivable of debtors with poor credit quality; The fourth is flawed accounts receivable; Fifth, laws and regulations clearly stipulate that it is not allowed (or restricted) to set up accounts receivable pledge. For example, hospitals, schools, parks and other civil subjects with public welfare have the right to charge fees based on public welfare, and the land income of the government land reserve center may not be pledged. \ x0d \ x0d \ (III) Reasonable determination of loan pledge guarantee rate \ x0d \ x0d \ Loan guarantee rate refers to the ratio of secured loan amount to collateral value. Determining a reasonable loan guarantee rate can reduce the loan risk to some extent. The loan pledge guarantee rate of accounts receivable usually depends on the nature and quality of accounts receivable, which should generally be 60%-80%. The quality of accounts receivable mainly depends on the debtor's credit rating. The more enterprises with financial stability and no bad credit records among debtors, the higher the quality of accounts receivable. At the same time, we should pay special attention to the concentration of accounts receivable. The higher the concentration, the worse the quality of accounts receivable and the greater the risk. When granting loans to enterprises with high concentration, the pledge guarantee rate shall not exceed 20%, that is, the loan amount shall not exceed 20% of accounts receivable. \ x0d \ x0d \ (IV) Strict risk prevention measures \ x0d \ x0d \ On the basis of pre-loan investigation, risk prevention measures are clearly stipulated in the loan contract and pledge contract according to law. Under the current incomplete legal provisions, we should rely on the terms of the contract to clarify the rights enjoyed by the loan bank and the obligations of the pledger. Once the collateral is or may be damaged, the lending bank can safeguard its legitimate rights and interests according to the contract. The main terms to be agreed include: first, all original contracts should be handed over to the loan bank for possession; Second, the pledgor may not transfer or give up its rights, otherwise the lending bank has the right to cancel or pay off debts in advance and exercise the pledge right; Third, the pledgor shall notify the debtor of the accounts receivable in writing and obtain a written commitment letter from the debtor to the loan bank, indicating that the accounts receivable are true, and the debtor will not have any malicious acts that damage the pledge right during the pledge period, and may not pay off to the pledgor, but may pay off or deposit directly to the loan bank, otherwise it shall be liable for compensation; Fourth, if the pledgor is slow to exercise his rights, resulting in the collateral being or likely to be damaged, the lending bank has the right to exercise it on his behalf, or the lending bank has the right to demand repayment of debts or exercise the pledge right in advance; The fifth is to clarify other circumstances of paying off debts in advance or exercising pledge, such as giving up rights, the contract being dissolved, revoked or changed, the level of rights management declining, and the financial situation may deteriorate. \ x0d \ x0d \ (5) Pay attention to the post-loan tracking management of accounts receivable \ x0d \ x0d \ After the loan is issued, the lending bank should keep track of the performance of the basic contract that generates accounts receivable, collect relevant evidence that the pledgor has fully fulfilled its obligations under the basic contract in time, and urge the pledgor to request payment in time to prevent the statute of limitations from expiring. It is necessary to set up a special account for the pledge of accounts receivable in time, strengthen the supervision and management of the funds returned from enterprises' accounts receivable, and prevent the funds returned from being used for other purposes. In the case that the principal debt is overdue, we should negotiate with the pledgor and the debtor of accounts receivable as soon as possible and take action to realize the pledge right as soon as possible. \x0d\ \x0d\ (vi) The CBRC should formulate guidelines for risk management of accounts receivable pledged loans as soon as possible \x0d\ \x0d\ Accounts receivable pledged loans belong to high-risk loans, but as a new type of loans, commercial banks lack experience in risk management in this field and are prone to loan risk losses. Therefore, as a banking supervision department, it is necessary for the CBRC to actively learn from the mature management experience of developed countries, formulate and issue risk management guidelines for accounts receivable pledged loans as soon as possible, clarify the approval standards, operational procedures, risk control, post-loan management and asset evaluation institutions of loans, guide commercial banks to establish and improve risk management policies, systems and methods, effectively identify, evaluate, monitor and control the loan risks they face, and promote the steady development of this emerging loan business. \x0d\