An Overview of PRC Trust Law and Trust Business
By Jianbo Lou
China became the fifth Asian jurisdiction to adopt Trust Law in 2001, just after India(1882), Japan (1922), South Korea (1961), and Chinese Taiwan (1996). It is a goodtime to review the law and regulations and rules supporting the law, as well as thedevelopment of trust business in China, after more than ten years. The paper is to startwith the background of the Trust Law, i.e., why the law in 2001? Secondly, I shallbrief main contents of Chinese trust law, with reference to relevant administrative
regulations and rules whenever necessary. The third part of the paper tells about thetrust business in China, with examples of trust products in China. In part four, various
theoretical debates on trust law in China will be summarized. The paper ends withsome proposals on the future of PRC trust law and trust business.
No revisions or judicial interpretations to or on trust law have even been made since
the adoption of the 2001 Trust Law. That doesn’t mean, however, that the 2001 Trust
Law all stands by itself. There are several other laws, administrative regulations, aswell as administrative rules adopted by the CBRC (China Banking Regulatory
Committee) or other competent authorities to supplement the Trust Law, including,but not limited to Securities Investment Fund Law of the People’s Republic of China(adopted in 2003, as amended in 2012, and 2015 respectively); Regulations on
Financial Asset Management Companies (State Council Order No. 297 [2000]);
Measures for the Administration of Trust Companies (issued by CBRC No.2[2007], toreplace the 2002 PBOC Administrative Provisions on Financial Trust and Investment
Institutions), Measures for the Administration of Trust Companies’ Trust Plans of
Assembled Funds (CSRC Order No.3 [2007]), and Measures for the Administration of
Net Capital of Trust Companies (CBRC Order No.5 [2010]); Temporary
Administrative Measures on the Investment Matters of National Social Security Fund
《全国社会保障基金投资管理暂行办法》(Ministry of Finance, Ministry of Laborand Social Security Order No. 12 [2001]), Interim Measures for the Administration ofCommercial Banks' Personal Financial Management Services (CBRC Order No. 2[2005]), Administrative Measures for the Securitization of Credit Assets (CBRC No. 7[2005]), Administrative Measures on Securitization Business of Securities Companies
and Fund Management Companies《证券公司及基金管理公司子公司资产证券化

业务管理规定》(CSRC Announcement No. 49[2014]). The cores among them are theTrust Law, Measures for the Administration of Trust Companies, Measures for the
Administration of Trust Companies’ Trust Plans of Assembled Funds, and Measures
for the Administration of Net Capital of Trust Companies (as colloquially called the“one law + three measures” ).
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1 Why Trust Law in 2001
The trust business in China could be traced back to more than 100 years ago. The
business diminished after 1949 in Mainland China until the first PRC trust company,
CITIC 1 , was established in October 1979. In 1986,the PBOC issued Temporary
Administrative Provisions on Financial Trust and Investment Institutions (《金融信托投资机构管理暂行规定》). The business had its hey days until mid-1999s. By the endof 1995, there were 392 trust and investment companies nationwide. The assets of
those companies totalled more than RMB 600 billion, accounting for approximately
10% of total financial assets of the country. In late 1990s, PRC trust business cameacross its first crisis. GITIC went bankruptcy in 1998. Meanwhile, Hainan ITIC(HITIC) defaulted on USD 370 million worth of Samurai bonds owed to Sumitomo
Bank and other Japanese creditors, causing considerable tension among foreign
investors. In 2000, the then regulator of the trust industry, the PBOC2 ordered all trust
companies to reapply for permission of business and to suspend their operation before
they were granted new business license.
The Trust Law of China could only be understood against this background. The NPC
Financial and Economic Commission started the drafting work in 1993, as part of theeffort to clarify and secure the legality of the industry, so as to guarantee thesustainable development of the industry. In 1996, the draft law was submitted to theStanding Committee of the National People’s Congress for first deliberation. The trust
law, however, was not adopted until 2000 after three deliberations, when the PBOC
accomplished the consolidation of the industry.
2 Main Contents of Chinese Trust Law 2001
2.1 Creation of a trust
Trusts in China can be created either by contract or by will or other written documents.
Establishing a trust by declaration of a settlor (or trustor) to become the trustee(self-trust) is not recognized by Chinese Trust Law.
2.1.1 Creation by contract
A trust can be created by a contract between the settlor and the trustee, and this is themost common way of creating a trust in China. According to the Trust Law, the1

CITIC：中国中信集团公司，前称“中国国际信托投资公司”，简称“中信公司”。

2

In 2003, CBRC became of the new regulator of trust company.
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contract has to be in writing and shall contain the following contents（art.9）: (1)purpose of the trust; (2) name and address of the settlor, trustee and beneficiar; (3)scope, type and status of the trust property; and (4) ways and methods by which thebeneficiary receive the trust benefits.
The trust is created at the time when the contract is concluded between the settlor andtrustee.
A trust property is necessary for creating a trust. The PRC trust law requires thecertainty and legality of the trust property (art. 7). but it does not have to betransferred to the trustee at the time of the creation of the trust. Some properties suchas real properties and special movable properties (e.g. motor vehicles and ships) are
required to be registered according to laws, and trust would not come into effect until
such registration is accomplished.
The contract is legally binding on both parties. As for the settlor, if the property is nottransferred to the trustee at the time of the contract, he/she has a duty to transfer thetrust property as agreed between the parties. The trustee owes a range of duties suchas duty of loyalty even before he/she takes possession of the trust property. In short,
trust creation is not a disposal of a property, it is an arrangements between the parties.
2.1.2 Creation of trust by will
A trust created by will or other legal documents become effective upon theacknowledgment of the trust by the trustee (art. 8). In a trust created by will, if theperson appointed by the testament refuses or does not have the capacity to act astrustee, the beneficiary may appoint other trustees. In the event that the beneficiary isa person without civil capacity or a person with limited capacity, his guardian shallappoint the trustee on his/her behalf according to law. Moreover, a testamentary trust
shall also comply with the provisions of the PRC Succession Law.3
2.1.3 Creation of trust by other written documents
Article 8 of PRC Trust Law allows the creation of trust by other written documents asprovided by laws and regulations. In practice, other written documents are rarely
applied to create a trust, however.
2.2 Fundamental structure of a trust

For more detailed discussion on potential conflicts between the two laws, see. e.g., Frances H.
Foster, “The Dark Side of Trusts: Challenges to Chinese Inheritance Law”, 2 WAUGSLR 151.
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2.2.1 Independence of trust property
A trust property does not have a status of legal entity, but it is independent andseparated from the properties owned by the trustee and settlor. The management andoperation of the trust property should comply with the terms of the trust agreement.
The proceeds obtained by the trustee through administering, using or disposing of thetrust property or by other means falls within trust assets (Art. 14 (2)), and theexpenses incurred in managing trust property shall be borne by the trust property.
2.2.1.1 Trust property legally separated from the properties owned by thetrustee
Trust property is treated as a property separated from the properties owned by thetrustee. Thus the creditors of the trustee cannot claim against the trust property, norshall such trust property be touched upon trustee’s bankruptcy.
The segregation between the trust property and the trustee’s property are publicizedeither by registration (for properties which shall be registered, art 10) or by separate
management or separate accounting between the trust property and trustee’s inherent
property (art. 29).
2.2.1.2 Trust property legally separated from the properties owned by thesettlorA trust property is separated from settlor’s other properties. In cases where the settlor
is the only beneficiary, however, once the settler dies, or is dissolved by liquidation, oris declared bankrupt, the trust will terminate and the trust property will be a part ofbankruptcy estate.
The segregation between the trust property and settlor’s other properties is publicizedby registration for properties that shall be registered or title-transfer of the trust
property from the settler to the trustee, or a custody of the trust property with a third
party.
2.2.2 Beneficial rights and its nature
A beneficiary under PRC trust law is a person who enjoys the beneficial rights of thetrust. The beneficial rights are transferrable and inheritable, unless provided otherwise
in the trust documents.
PRC trust law doesn’t give a clear definition to the nature of the beneficial rights.
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Under the law, the beneficiary does not only have the right to accept the beneficial
interest, but also has some other rights equivalent to that of the settlor’s, including but
not limited to, (1) right to be informed of the administration, use and disposition of,and the income and expenses relating to, the trust property; (2) the right to supervise
the trustee on the management of the trust property (art.20); (3) the right to ask thetrustee to adjust the methods of management of the trust property if the methods
prevents the achieving of the purposes of the trust or are not in compliance with theinterests of the beneficiary due to special causes that are not foreseen when the trust
was established (art.21); (4) the right to apply to the people's court for withdrawing
the improper disposition carried out by the trustee and the right to ask the trustee torevert the trust property or make compensation (art.22); (5) the right to remove thetrustee according to the provisions of the trust documents or apply to the people's
court to remove the trustee, if the trustee disposes the trust property against the
purposes of the trust or is at serious fault when managing, utilizing or disposing of thetrust property (art.23).

2.3 Administration of trust
2.3.1 Trustee’s power
Under PRC trust law, the trustee has three general powers as follows: (1) managing
the trust property and dealing with trust affairs; (2) entrusting a third party to handle
the trust affairs; and (3) making an objection to the people's court about enforcementof the trust property. The exact power of the trustee, however, shall be defined inaccordance with the provisions of the trust documents and trust laws.
2.3.1.1 Trustee’s power to handle the trust affairs and manage the trust
property
When trustee handles the trust affairs, he/she shall fulfill the purpose of the trust on
the beneficiary’s behalf. There are also specific rules governing trusts where trustees
are trust companies, for example, trust companies are prohibited from selling the trust
properties for repurchase. The law-maker believes that selling trust properties for
repurchase is mainly a way of financing rather than managing trust properties.
2.3.1.2 Trustee’s power to raise an objection to the People's Court regarding
compulsory measures taken against the trust property
Article 17 of the Trust Law sets out circumstances where compulsory measures may
be taken against the trust property, including: (1) where the creditors enjoyed the5priority right to be paid out of the trust property before the creation of the trust
exercise this right according to law; ; (2) where the creditors demand repayment of thedebts incurred by the trustee in the course of handling trust business; (3) where tax
authorities claim taxes liabilities on the trust property; and (4) other circumstancesprescribed by law.
In the event that compulsory enforcement measures are taken against the trust
property in violation of provisions in the preceding paragraph, the settler, trustee andbeneficiary shall have the power to object to the order of the People’s Court.
2.3.1.3 Delegation of trustee’s power to a third party
A trustee shall handle the trust affairs himself. The trustee, however, may entrust a
third party to handle such affairs on his behalf if the trust documents provide so or
such trustee has to do so under circumstances beyond his control（art. 30）.
The Trust Law provides that where the trustee, in accordance with law, entrusts
another person to handle trust business on his behalf, he shall bear the responsibility
for the acts committed by person in handling such affairs. In other words, the third
party assumes no direct responsibility to the beneficiary. The rule applies to bothnatural person and trust company trustees.
2.3.2 Trustee’s Duties
Trustee shall comply with the provisions of the trust documents and handle the trust
affairs for the best interests of the beneficiary, and he/she owes duty of loyalty andduty of care.
2.3.2.1 Duty of Loyalty and Conflict of Interest
The duty of loyalty is mainly concerned with (1) preventing conflict of interests and(2) preventing trustee from obtaining interest for himself/herself.
According to art. 26 of Trust Law, the trustee shall not use the trust property for the
purpose of seeking his personal interest. Also, art.27 prohibits the trustee from mixing
the trust property with his/her own property. Art.28 prohibits the trustee fromconducting inter-transaction between his own property and trust assets (self-dealing)or between the trust assets of different settlors, unless: (1) it is otherwise stipulated in
the trust documents; or (2) it is permitted by the settlors or beneficiary and such intertransaction is conducted at fair market value. If the trustee violates arts.27 or 28,
he/she shall bear the liability to compensate damage caused by such violation.
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If the trustee is a trust company, the provisions under Measures for the Administrationof Trust Companies shall apply. Art 25 of the Measures states that trust companies
shall make their best efforts to avoid conflict of interests. In cases where it is
impossible to avoid conflict of interests, the trust company shall either disclose suchinformation to the settlor and the beneficiary or refuse to carry out such business. If
the trust company engages in affiliated transactions, it has to report each transaction to
CSRC in advance and disclose the relevant information in accordance with therelevant provisions and conducts the transaction at fair market value. Also, art.34 of
the Measures prohibits trust companies, among others, from (a) seeking unjust
interests by taking advantage of his/her role as a trustee; (b) misappropriating trust
property for any non-trust purpose; (c) promising that the trust property would suffer
no loss or guaranteeing a minimum return; and (d) providing guarantee secured bytrust property.
2.3.2.2 Duty of care
The trustee owes a duty of care in accordance with art.25 of the Trust Law. If thetrustee’s violation of duty of care (e.g. handling trust affairs improperly) causes
damages to the trust property, the trustee may not request for payment of
remuneration before restoring the trust property to its original status or having madecompensations (art. 36).
The duty of care is different from the duty of loyalty as the former focuses on damage
to the trust property incurred by the trustee’s negligent conducts, whereas the latter ismainly concerned with conflict of interests.
2.3.3 Trust administration expenses
The expenses incurred in managing trust shall be borne by the trust property, and if
the trustee has paid in advance with his/her own property, the trustee has the priority
right to seek payments from the trust property (art.37). It is generally believed that thetrustee’s right of compensation takes precedence over the interests of the beneficiaryand the general creditors of the trust property.
The Trust Law, however, is silent on the issue of whether the trustee’s right takes
priority over the mortgage and other real rights of security. Some scholars claim thatin order to protect the safety of transactions, the trustee’ right of compensation mustnot be superior to secured creditors’ rights. Besides, some commentators even argue
that if the trustee is the legal owner of the trust property, it is illogical to give him
priority over his own property.
72.4 Beneficiary
2.4.1 Acquisition of Beneficial Interest
If the settlor and the beneficiary are different persons, the issue of when and how theperson designated as beneficiary in the trust instrument will acquire the status ofbeneficiary will arise. In the case of a contract for the benefit of third party, the third
party acquires the right at the time when he/she consents to accept the right created.
Different from the general rules on contract creating rights for a third party, thebeneficiary enjoys the beneficial right of the trust from the date when the trust comes
into effect, unless otherwise provided in the trust documents (art. 44). As stated in art.
46 of the Trust Law, the beneficial rights of the trust may be abandoned by thebeneficiary. In the event that beneficiary is unable to repay debts, the beneficial
interests can be used to pay off such debts, unless restricted by the laws,
administrative regulations or the trust documents (art.47). By virtue of art.48, thebeneficial rights of the trust can be transferred and inherited according to the Trust
Law, unless otherwise restricted in the trust documents.
2.4.2 Beneficiary Right to Supervise the Trust
The beneficiary has the right to supervise the trust, i.e., how the trustee handles thetrust affairs or manages the trust property. The rights enjoyed by beneficiary include
the right to (1) require disclosure (art.20); (2) revoke the deal between the trustee anda third person under certain conditions (art.22); (3) request for the trust property to berestored to its original status or for compensation of damages (art.22); (4) dismiss thetrustee (art.23); (5) raise objections to the compulsory enforcement measures taken
against the trust property (art.17); and (6) request the trustee to adjust the management
methods of the trust property (art.21), etc.
It is worth noting that in this respect, the settlor enjoys the same rights as that of thebeneficiary, and if the beneficiary and the settlor hold different opinions about how
the rights shall be exercised, the beneficiary may bring an action in court. In practice,
however, this rule is very inefficient as litigation is costly and time consuming. The
majority view among scholars is that those rights shall be exercised according tobeneficiary’s opinions, unless otherwise provided by the law or the trust documents.
Some commentator even goes further to criticize that Trust Law overemphasizes theprotection of the settlor and fails to address the coordination between the settlor andbeneficiary, resulting in insufficient protection of the beneficiary.
2.5 Modification of a trust
8The Chinese Trust Law allows modification or change of the administration of thetrust, trustees, and the rights of beneficiaries. The default rules on modification of atrust, however, can easily be superseded by provision in trust documents.
2.5.1 Modification of administration
As to modification of administration, art. 21 provides that if, as the result of special
causes that are not foreseeable when the trust was established, the original method foradministering the trust is not conducive to achieve the purpose of the trust, or is in
conflict with the beneficiary’s interest, the settlor or the beneficiary has the right toinstruct the trustee to adjust the methods of management of the trust property (art.49).
Again, the problem of possible disagreement between the settler and the beneficiary
would appear.
In the context of charitable trusts, the power to make such instruction is exercised by
the competent authorities. Article 69 states, in a similar vein, that if circumstances
unforeseeable at the time of the creation of the trust have occurred, the competentauthority may amend the terms of the trust in order to accord with the purpose of thetrust.
2.5.2 Modification of trustees
2.5.2.1 Removal of trustees
A trustee may be compulsorily removed only under limited circumstances. Article 23
provides that if the trustee disposes the trust property against the purpose of the trust
or is grossly negligent in his or her administration, use, and disposal of the trust
property, the settlor has the power to remove the trustee according to the provisions of
the trust documents or to apply to the people's court to remove the trustee. Art. 49
grant the beneficiaries the same power.
Art. 68 states that a trustee of a charitable trust, who violates the trust obligations ordoes not have the capacity to perform his or her duties, shall be replaced by thecompetent authority.
2.5.2.2 Termination of trusteeship
Trusteeship would terminate on any one of the grounds set forth in art. 39 of the Trust
Law, namely: (1) the trustee dies or is declared dead; (2) the trustee is declared as aperson without civil capacity or a person with limited civil capacity according to law;9

(3) The trustee appointment is cancelled according to law or the trustee is declaredbankrupt; (4) the trustee is dissolved or the trustee loses legal qualification; (5) The
trustee resigns or is dismissed; and (6) other circumstances provided by laws andregulations.
Upon the occurrence of one or more of above-mentioned circumstances, the originaltrustee’s successor, executor, administrator, guardian or liquidator is required to takedue care of the trust property and assist the new trustee to take over the trusteeship. If
there are other trustees, they shall manage the trust affairs or trust property (para. 2,
art.39).
2.5.2.3 Appointment of new trustees
Upon the termination of trusteeship, art. 40 provides that a new trustee shall be
appointed according to the provisions of the trust documents; in absence of suchprovisions, the settlor shall appoint a new trustee; if the settlor fails to appoint or
doesn't have the capacity to appoint a new trustee, the beneficiary shall make theappointment; or if the beneficiary is a person without civil capacity or a person withlimited civil capacity, his guardian shall appoint the new trustee on his behalf
according to law.
In accordance with paragraph 2 of the same article, “the new trustee shall inherit therights and obligations of managing the trust affairs of the former trustee.”
It is worth noting that paragraph 1 of art. 40 only apply to appointing a new trustee toreplace an outgoing one. It does not authorize the appointment of additional trustee(s),nor does any other provision of the Trust Law confer such power.
2.5.3 Modification of the rights of beneficiaries
According to art. 51 of the Trust Law, the settlor may change or even dispose of thebeneficiary’s right in one of the following circumstances: (1) the beneficiary seriously
infringes upon the rights of the settlor; (2) The beneficiary seriously infringes upon
the rights of any of the other joint beneficiaries; (3) with the approval of thebeneficiary; and (4) other circumstances prescribed in the trust documents.
Moreover, the settlor may revoke the trust under circumstances 1, 3, or 4.
2.6 Termination of a trust
One important aspect, which renders the trust superior to other legal devices such as
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contract or agency, is that it continues in force notwithstanding the death, dissolution,
shutdown, or bankruptcy of the parties establishing a trust. Under PRC Trust Law, thegrounds whereby a trust may be terminated are the decisions made by the parties tothe trust, the impossibility or unfeasibility of its continuation, and its nullification by
the People’s Court. Once any such ground exists, provisions that facilitate the processof termination and the vesting of the trust property to appropriate individuals will
apply. A charitable trust, however, may be terminated on other grounds.
2.6.1 Grounds for termination
Grounds for termination of trust can be found in various articles of PRC Trust Law.
Accordingly, (1) if the settlor dies or is dissolved according to law, or is cancelled or
declared bankrupt according to law, and if the settlor is the only beneficiary, the trust
shall terminate and the trust property shall be deemed as his heritage or liquidation
property (art. 15); (2) the trust shall terminate if all beneficiaries renounce theirbeneficial rights of the trust (para. 2, art. 46); (3) where the settlor is the only
beneficiary, the settlor or his/her successor may rescind the trust, unless otherwise
provided in the trust instrument (art. 50).
Last but not least, art. 53 provides that the trust shall terminate under any of thefollowing circumstances: (1) any of the causes for termination as prescribed in thetrust documents happens; (2) the existence and continuance of the trust goes against
the purposes of the trusts; (3) the purposes of the trust have already been realized orcannot be realized; (4) the parties of the trust agree to terminate the trust afternegotiation; (5) the trust is withdrawn; or (6) the trust is rescinded.
2.6.2 The effects and process of termination
Upon the termination of the trust, the trust property shall be vest to the person
stipulated in the trust instrument; if there are no relevant provisions in the trust
documents, the attribution of the trust property shall be determined in the following
order: (1) the beneficiary or his/her successor; (2) the settlor or his/her successor.
After the property goes to the final recipients upon the termination of trust, any
enforcement against the trust property in accordance with art. 17 of the Trust Law
shall be enforced again the recipients (art. 56). It is worth noting, however, that in theinterim period when the relevant properties are being transferred to these recipients,
the trust is deemed to continue to exist, and the beneficiaries are deemed to be theowner of the trust property (art.55).
Upon the termination, the trustee is required to prepare a liquidation report on his or11her administration of the trust, which needs to be approved by the beneficiaries or therecipients stated in the first paragraph of this section (art. 58). Upon approval, thetrustee is released from liabilities arising from matters dealt with in the liquidation
report, though he or she continues to remain liable for the wrongful acts he or she hadcommitted during the administration of trust affairs or trust property.
If there is unclaimed remuneration or compensation on trust property upon thetermination of trust, the trustee may retain the trust property or make claims to theperson who has the right to own the trust property (art. 57).
2.7 Public (Charitable) trusts
2.7.1 Public Purposes
To be qualified as a public trust, a trust must be established for one of the specified
charitable objectives set forth in the Trust Law. According to art. 60, those objectives
include: (1) helping poor people; (2) helping disaster victims; (3) assisting thedisabled; (4) developing education, technology, culture, art and physical education
undertakings; (5) developing medical and sanitation undertakings; (6) developing
environment protection undertakings and maintaining the environment; and (7)developing other public undertakings of the society.
2.7.2 Special Approval by the Competent Authority
Alike other trusts, public trusts can be created by a written contract, a written will orother written documents in China. According to art. 62, however, the creation of
public trusts and appointment of trustees for such trusts shall be approved byregulatory authority of relevant public undertakings (hereinafter referred to as“competent authority”), and all the trust property of public trust and its proceeds mustnot be used for non-public purposes (art. 63).
2.7.3 Trust Supervisor
Each public trust must have a “trust supervisor”, who should be specified in the trust
instrument. If there are no relevant provisions in the trust documents, the competentauthority shall appoint the trust supervisor (art.64). The roles of the trust supervisor
are twofold: first, he or she is to approve the trustee’s annual reports (art.67) and, if
the trust terminates, the liquidation report (art.71); secondly, the trust supervisor has
the power to bring an action in a court or carry out other legal acts in his own name inorder to protect the interests of the beneficiary (art.65).
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2.7.4 The Competent Authority’s Power to Modify the Trust
2.7.4.1 Power to Change the Trustee
Article 68 of the Trust Law provides that the competent authority shall change thetrustee if the trustee of a public trust violates the trust obligations or doesn't have thecapacity to perform his or her duties. Furthermore, the charitable trustee must not
resign without approval of the regulatory agency of public undertakings (art.66).
2.7.4.2 Power to Change the Terms of Trust
Article 69 of the Trust Law stipulates that where circumstances unforeseeable at thetime of the establishment of the trust arise, the competent authority has the power toamend the terms of a charitable trust in accordance with the trust purpose.
2.7.5 Termination of Public Trust
Article 72 specifies that upon the termination of the public trust, if there is (1) no
person who has the right to own the trust property or (2) it is the unspecified generalpublic that have the right to own the trust property, the trustee shall, with the approvalof the competent authority, utilize the trust property for the original purposes of public
interests or similar purposes, or transfer the trust property to a public organization thathas similar purposes or other public trusts.
3 Trust Businesses in China + Case Studies
According to art. 4 of Trust Law, an entity that is to carry out trust as its business, i.e.,
to administer trust affairs and manage trust property as trustee for purpose of runningbusiness and collecting remunerations, must acquire a license for the trust business.
Currently, in addition to trust companies, which are under the supervision of CBRC,
securities companies and their subsidiaries, commercial banks, fund managementcompanies and their subsidiaries, insurance assets management companies, PE
management companies are also penetrating into the trust business.
In this part, the reporter is to focus on trust companies trust business.
3.1 The Development of Trust Industry between 2001 and 2014
3.1.1 An Overview
Immediately after the adoption of Trust Law in October 2001, the PBOC publicized
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Measures on Administration of Trust and Investment Companies and Contemporary
Measures on Administration of Pecuniary Trust of Trust and Investment Companies in
2002, in an attempted to reform the sector by enhancing regulatory oversight andestablishing a framework for punishing companies operating outside of the law. The
two measures dramatically restricted the business scope of TICs. 4 Despite theirdramatically reduced operating scope, TICs Quickly rebounded and by the end of
2004 the sector had assets totaling RMB 278.4 billion.
In 2003, the CBRC took over supervisory and regulatory oversight of the trust sector.
Immediately afterwards, the CBRC started a new round rule-making and industry
restructuring and managed to reduce the number of TICs to a more rational level by
January 2005. In 2009, the CBRC revised the 2007 Measures for the Administrationof Trust Companies’ Trust Plans of Assembled Funds by allowing individual investors
with investments equal to, or in excess of, RMB 3 million to be regarded as
institutional investors and thus not counted in the cap of 50.5 This has in turn prompt
trust companies to offer their more exclusive, high-return products to individual
investors who invest more than RMB 3 million.
China’s trust business is making great progress these years. From 2007 to 2014, assets
under trust management raised rapidly from 1 trillion to 14 trillion. Having been
enjoying fast growth for almost a decade, the trust sector experienced an obvious
structural change in 2014, evidenced by the slowdown of growth, decline inperformance, and increasing risk in particular areas such as real estate. The whole
picture, however, is not all negative.
By the end of 2014, the growth of asset scale and business performance (total revenue,
total profit and per capita profit) of 68 trust companies slowed down substantially. The
trust industry, however, still achieved steady growth. In contrast to the decline inoperating efficiency of trust companies, profits for beneficiaries increased steadily in
2014.
In terms of risk-control, in spite of scattered default events in trust loans andIn particular, TICs were no longer allowed to borrow from abroad, guarantee minimum returns, ortake deposits of any sort.
5 Only qualified investors can invest in trust plan of assembled funds (or collective pecuniary trust).
A qualified investor must satisfy one of the following conditions and has the capacity to identify,
judge and undertake the corresponding risks of a trust plan: (1) a natural person, legal person or
any other organization established according to law whose minimum investment in a trust plan is
RMB 1 million yuan or more; (2) a natural person whose aggregate individual or family financial
assets exceed RMB 1 million yuan at the time when he/she subscribes the trust plan and who canprovide the relevant property certificate; (3) a natural person whose annual income exceeds RMB
200,000 yuan or a couple whose annual income exceeds RMB 300,000 yuan for the last three years.
The number of natural persons investing in a one trust plan may not exceed 50, while the number ofnatural persons with a single entrustment of more than RMB 3 million yuan and qualified
institutional investors is won’t be counted in the 50 cap.
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4

investments, the whole industry continued to maintain a good record in risk
management and managed to immune from regional or systematic risk,6 thanks to thecontinuous construction of the three risk defense line: capacity cushion, market-basedrisk disposal capacity, and establishment of industry stability mechanism7.
3.1.2 The Constitution of Trust Assets
Pecuniary trusts still dominate. In the end of 2014, the size of pecuniary trusts was
RMB 13.04 trillion, accounting for 93.28% of the total trust assets nationwide; while
the scale of non-pecuniary property trusts was RMB 0.94 trillion, accounting for 6.72%
of the total. Starting from 2010, the percentage of non-pecuniary trust assets in thewhole trust assets, however, has been presenting a slow but stable rise, 4.86% in 2010,
3.55% in 2011, 6.50% in 2012, 5.49% in 2013, and 6.72% in 2014.
Pecuniary trusts can be further classified into single-settlor pecuniary trusts andcollective pecuniary trusts (or trust of assembled funds). In a single-settlor pecuniary
trust, there is only one investor (settler), while in a collective pecuniary trust, there are
two or more investors. In a typical single pecuniary trust, the client of the trust
company set the tone for the trust. In contrast, a collective pecuniary trust is designedby the trust company, and the fees are significantly higher. In other words, the CPT is
a standard products sold to multiple investors; while the SPT is a product tailored toindividual client’s requirements. According to China Trustee Association, by the endof third quarter of 2014, SPTs accounted for nearly 65.01% of the trust assets undermanagement, while the proportion of CPTs and PMTs were just approximately 29.13%
and 5.86% respectively (see Table 1).

It is reported that till the end of 2014, there are 369 projects with hidden risks, involving 78.1
billion, accounting for 0.56%, lower than the bad loan level in bank industry, compared to the data at
the end of the second quarter of 2014, the amount (917 million), proportion (0.73%) of the risk
projects have both declined.
7 The CBRC worked hard to promote “Eight Mechanisms” in trust industry in the year of 2014,
namely “Corporate Governance Mechanism”, “Product Registration System”, “Classification
Management Mechanism”, “Capital Constraint Mechanism”, “Mechanism of Social Responsibility”,“Restoration and Disposal Mechanism”, “Industry Stability Mechanism” and “Regulatory
Evaluation Mechanism”.
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6

Table 1 Business Data of Trust Companies (3rd Quarter 2014)

3.1.3 The Declining Trust for Financing Purpose
The proportion of financing trust (debt trust) in the year 2014 continued to
decline and dropped to below 40% for the first time (33.65%), compared to thehistorically highest percentage (59.01% in 2010), and 47.76% at the end of 2013. At
the same time, the proportion of investment trusts and property management trust is
steadily increasing. In 2014 investment trust (equity trust) accounted for 33.70%, 9.83
percent higher than the historically lowest proportion (23.87% in 2010), 1.16% above
the proportion 32.54% in the end of 2013. Property management trusts accounted formore than 32.65% in 2014, exceeding 30% for the first time, an 19.90% risecompared to the historically lowest percentage in 2011 (12.75%), and an increase of
12.95% compared to 19.70% at the end of 2013.
3.1.4 Major Investment Fields of Trust
As for year 2014, the five major investment fields of trust are, industrial andcommercial enterprises, infrastructure, financial institutions, securities market, andreal estate development. Statistics show that at the end of the fourth quarter of 2014,
RMB13.04 trillion trust money was invested in those five major areas. Table 2 showsa more detailed statistics in the third quarter of 2014.

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Table2:

Business Data of Trust Companies (3rd Quarter 2014)

3.1.5 The Launch of Trust Service to Wealthy Families
In 2013, there are about three trust companies which had started the family trust
service. The business will certainly grow in China some day in the future. For the
moment, however, family trust business is small in scale. The business will have to be
carried out in compliance with the Marriage Law and Succession Law, in addition totrust law.
3.2 Case Studies
3.2.1. Real Estate Trust

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Strictly speaking, real estate trust is not a legal term. In practice, any trust that isdesigned to raise money to finance the development of real estate can be called a realestate trust. A real estate trust can be pecuniary trust or property trust. Real estate trust
may finance a real estate development by lending the project company (debt trust) orcontributing new capital into the company (equity trust). Most real estate trusts in
China are debt trust.
The diagrams above show the transaction structure of “Shenghong Mansion” trust,which take the form of property trust. As shown in the diagram, the deal is carried out
in the following steps: (1)Yuan Hong Co. Ltd. entrusted its real estate development
project-Beijing Shenghong Mansion (with a market value of 0.41 billion RMB) to
Beijing International Trust Co. Ltd. to establish a property trust, with Yuan Hong Co.
Ltd. as the settlor and the sole beneficiary. (2) The beneficiary rights in the Trust weredivided into two tranches, superior beneficiary rights and general beneficiary rights.
Yuan Hong kept the general beneficiary rights and assigned the superior beneficiaryrights (approximately 0.25 billion RMB) via Beijing International Trust Co. Ltd(agent) to investors (superior beneficiaries of the trust). (3) Beijing International Trust
Co. Ltd, the trustee, contracted with Yuan Hong Co. Ltd., to have Yuan Hong manage
the trust property, the project of Beijing Shenghong Mansion. All the profits earned
from the project were put into a special bank account opened by Beijing International
Trust Co. Ltd. for the trust plan.
A key feature of the deal is the tranches of beneficiary rights, by giving the investors
the superior tranche, the settlor actually provided a kind of personal guarantee. Whatis uncertain in the deal, however, is what was assigned from the settlor to the trustee,18

i.e., the trust property. Is it the whole mansion project, or the right to profits from theoperation of the project? It certainly makes more sense to have the mansion projectrather than just entitlements to its profits as trust property. The problem, however, isthat registration of trust real property is yet to develop in China. Article 10 of the Trust
Law requires trust registration before a trust of real property can come into effect.
That explains why many trust of the same line in China will take the form of
pecuniary trust rather than property trust, and why in those deals, extra credit
enhancement mechanisms will have to be provided.
3.2.2 REITs?
3.2.2.1 Overview
While in the U.S., REITs may take the form of a trust, a corporate or otherorganizational structure, so far as it meets various tests on assets, sources of income,
distribution of profits, etc., in many other jurisdictions, REITs takes of the form oftrust, such as in Taiwan, Hong Kong, Australia, and Japan.
Public REITs are yet to develop in China.8 The fashionable real estate trust in China
differentiates with REITs in at least two perspectives: (1) Not like REITs, real estate
trusts in China are mainly debt trust to finance project on development, while in many
jurisdictions, REITs are prohibited or restricted from investing in developing project.
(2) Most real estate trust plans are tailored for a single specific project and normallywill be wrapped up to the most in a couple of years’ time, while REITs in mostjurisdictions are on-going operation and invest in various project. Actually, in mostjurisdictions REITs are not allowed to concentrate its investments to a single project.
3.2.2.2 CITIC “QI HANG”

It is reported that Penghua Qianhai Vanke Securities Investment Fund ( "鹏华前海万科 REITs 封闭式混合型发起式证券投资基金") succeeded its registration with the CSRC on June 8, 2015. The fund,however, are not public REITs.
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8

Diagram 3
Diagram 3 demonstrates the basic transaction structure of “Qi Hang” Plan (a 3-5 years
plan). As shown in diagram 3, the deal was carried out in the following steps: (1)Project company 1 and project company 2 were established to own Beijing CITIC
Securities Mansion (value at RMB 3.502 billion) and Shenzhen CITIC Securities
Mansion (valued at RMB 1.503 billion) respectively. The two project companies are
100% controlled by CITIC. (2) CITIC established CITIC Golden Stone Fund with aregistered capital of RMB 100 million. The fund took over CITIC’s equity in projectcompanies 1 & 2 at a price little bit higher than RMB 5.04 billion. (3) The fund paid
the price by the money raised from issuing fund units to investors. The fund units
were divided into difference tranches, with superior RMB 3.65 billion tranche forinvestors who subscribed at least RMB 5 million each, and inferior RMB 1.56 billion
for investors who subscribed at least RMB 30 million each. (4) On May 21, 2014, thefund units were traded in a special trading platform for institutional investors under
the aegis of Shenzhen Stock Exchange.
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As for the distribution of profits from the two project companies, it is agreed that fundtake 1.5% from the money received as management fee each year; while 70% of therest goes to the superior-unit-holders and 30% goes to the inferior-unit-holders. By theend the trust plan, if there is an appreciation in the trust assets of the plan, thesuperior-units-holders are entitled to 10% of the appreciation in cash, while theinferior-units-holders will share 90% of the appreciation in cash or in other forms.
While Qi Hang is yelled as a deal most alike REITs, given that the units are only
traded in a platform only open to qualified investors. It has still a long way to go andmany obstacle to overcome before it can be converted into public REITs.
3.2.3 CITIC Trust of Farmers’ Contracted Management Rights on Rural
Agricultural Land in Suzhou City, Anhui Province

Diagram 4
As shown in Diagram 4, there are actually two trusts, one PT between the Yongqiao
district government and CITIC, one pecuniary trust between various qualified
investors and the CITIC; or, in CITIC’s statements, two class of settlors, one entrust
management rights on farmers’ contracted land to CITIC, the other (B class & T class)settlors entrust their money to CITIC. I shall try to explain the deal structure as twotrusts.
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The structure of the PT on farmer’s contracted agricultural land can be summarized asfollows: (1) The government of Yongqiao District, Suzhou city in Anhui Province,
entrusted the right to manage the land, which involved 891 acres of land owned by
Zhumiao Village and Taqiao Village of Zhuxianzhuang town of Yongqiao District, to
CITIC Trust. The trust where the government of Yongqiao District is the settlor andthe beneficiary on behalf of the right-holders (individual farmers) while CITIC serves
as trustee will last for 12 years. (2) The Yongqiao district government obtains
authorization to entrust the 891-acre-land to CITIC by a three-tier contract
arrangement, one between farmers in the two villages and the respective village
committee, i.e., Zhumiao village committee and Taqiao village committee, authorizing
the committees to assign management rights on farmers’ contracted agricultural landon behalf of them, the second between the two village committees and thegovernment of Zhuxianzhuang town, authorizing the town government to assign
management rights on farmers’ contracted land, the third between the town
government and the government of Yongqiao District, authorizing the district
government to assignment management rights on farmers’ contracted land. (3)Agricultural companies rent land from the trustee and pay rents to the trustee.
In the PT, there are two classes of settlors. Class B settlor entrusted their money to
CITIC, which lent the money to agricultural companies to improve the land, whileclass T settlors entrusted their money to CITIC, to secure the liquidity of the trust
plan.
CITIC made the above-described two trusts into a scheme, where there are threeclasses of beneficial rights, class A, class B, class T. The income of the trust are to be
distributed roughly in the sequences of A, B and T.
The major obstacle in the deal is the prohibitive provisions in China law preventing
farmers from assigning their contract rights to manage the agricultural land to a third
party. In this deal, CITIC stated that the trust property is not the contracted right tomanage the land as a whole, but the right to manage the land only. Right to manage
the land, however, is suspicious under Chinese law, although at policy level, it isalready decided that farmers are entitled to transfer right to manage the land on theircontracted agricultural land.
4 Some fundamental theoretical problems
4.1 Compatibility of trust in the Civil Law System in terms of the ownership of
the trust property and the nature of beneficiary right4.1.1 Does Entrustment Necessarily Result in the Transfer of Title?
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The common law jurisdiction position that the trustee owns legal title on trust
property while the beneficiary has the equitable title is identified as one the most
severe obstacles preventing civil law countries from adopting trust. The dual titles on
one property violate an inherent principle of civil law called“Bestimmtheitsgrundsatz”, i.e., one title on one property.
PRC Trust Law avoids the obstacle by a vague term in its art. 2, which reads asfollows: “the settlor entrusts certain property rights it owns to the trustee and thetrustee manages or disposes of the property rights in its own name in accordance with
the intentions of the settlor and for the benefit of the beneficiary or for specificpurposes.” As the trust property is “entrusted” rather than “transferred” or “disposed”,
it is not necessarily that the legal title goes to the trustee. By the vague expression, thelawmakers managed not to answer the title issue.
Scholars hold different views on whether the title is transferred by “entrustment”. The
first view is that the settlor owns the trust property and the trustee manage the trust
property on behalf of him. The second view is that trust property is independent
property with certain purpose and without owners. The third opinion is that thebeneficiary owns the trust property; since the beneficiary will get the interests of thetrust property at last and he/she has some substantive claims same as the settlor(art.20-23).
4.1.2 The nature of beneficial rightThe nature of beneficial right is a subsequent question arising out of the debate on
who hold the title of trust property. Again, art.44 of PRC Trust Law employs a vague
term “beneficial right”, to avoid defining the nature of beneficial rights.
As mentioned in previous part, under PRC Trust Law, however, the beneficiary not
only has the right to accept trust benefits, but also has some substantive claims sameas the settler. Those provisions lead to the debate on the nature of beneficiary rights.
Scholars proposed three different understandings on the on the nature of beneficiaryrights, i.e., the personal rights (creditor’s right) position, the rights in rem (orownership) position, and the new type of right position. Those who hold the thirdview argue that the beneficiary right has both natures of creditor’s rights and right inrem, similar to shareholder’s right.
As professor Nomi rightly pointed in his excellent notes on Japanese Trust Law, mostof the debates around the issue, are only of theoretical nature, because the law makers
always have the privilege of listing specific rights for the beneficiary without defining
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the nature of beneficiary right.
4. 2 When Does a Trust Come into effect?
As mentioned before, alike the position of Japanese trust law, trust is regarded as anarrangement between the parties. According to para. 3, art. 4, “[w]here a trust isestablished in the form of written contract, such a trust shall be deemed establishedwhen the trust contract is concluded. As for trust created by other written documents,
the trust is deemed established when the trustee promised the trust.”
Art. 10 of the Trust Law, however, creates confusions on the point. Art. 10 requires
the registration of trust for trust of which the trust property are those which the law oradministrative regulations requires so, including, but not limited to: real property,
motor vehicles, aircrafts, ships, stock rights, IP rights. According to art. 10, if theparties didn’t applied for such registration, they shall apply later; otherwise the trust
won’t come into effect.
More than a decade after the adoption of Trust Law in 2001, the trust registration
mechanism is yet to be established in China. The majority view is against the positionof art. 10. It is argued that the effect of the registration is to make the trust valid
against the public.
4.3 Shall the trustee’s liability to third parties be limited to the trust property?
It is clear under PRC trust law that trustee’s liability to pay trust benefits to thebeneficiaries is restricted to the trust property (art. 34). This is certainly an appropriate
position. The question is whether the trustee’s liability to third party arising out of his
administration of trust affairs shall also be limited to the trust property. PRC trust law
obviously takes the “yes” position. Para. 1, art. 37 of the law reads as follows: “Thefees paid and debts owing to a third party by the trustee due to the administration of
the trust affairs shall be borne by the trust property. If the trustee effects such payment
in advance with his own existing property, he shall have the prior right to becompensated by the trusted property.”
There are arguments against the position of art. 37. Many people take the view that
normally, the property in the name of the trustee includes trustee’s inherent property
and the trust property, and when a third party deals with the trustee, the third party
might not be aware that the trustee is handing the trust affairs for a specific trust plan.
It is therefore unfair to limit the trustee’s liabilities to the trust property. In this regards,
the publication requirements in Japan on limited liability trust might be a proper way
to solve the problem.
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5. The Future of Trust Law and Trust Business in China
5.1 Another round restructuring of trust business in China?
As evidenced by various statistics given in section 3, trusts in China are nowadays
more a source of financing, supplementing banking and securities industries, or to be
more accurately, standing along with banking and securities industries.
The growing role of trust companies in sourcing funds to industries is not without
problem. Since 2012, there have been a number of high profile defaults and near
defaults by trust companies. As part of the efforts to solve the problem, on April 8,
2014, the General Office of CBRC issued Guiding Opinions on Risk-regulating-and-supervising of Trust Companies (中国银行业监督管理委员会办公厅关于信托公司
风险监管的指导意见关于信托公司风险监管的指导意见（银监办发[2014]99 号,
hereinafter the No. 99 Guidance）. The No. 99 Guidance, naming risks faced by trust
business as shadow-banking business risk, calls among other things, for the trust
industry to strengthen their capacity to provide bespoke family trust services toChina’s wealthy families, for the establishment of registration and information systemof trust products, and to classify trust companies into different classes according totheir qualification and track record, and to license companies in different classes fordifferent trust businesses.
The No. 99 Guidance might denote another round of the restructure of trust
companies nationwide. The focus of the restructuring, according to the reporter’s
reading of the document, will be internal rather than external. In other words, trust
companies in China are encouraged to enhance its internal control andrisk-management capacity, and to adjust their business in accordance with theircapacity and inherent capital.
5.2 China Trust Security Fund
The No. 99 Guidance called for the established of China security Fund, as amechanism to protect the clients and to safeguard the sustainable development of thewhole industry. On December 10, 2014, CBRC and Ministry of Finance jointly issued
Administrative Measures of China Trust Security Fund 《( 信托业保障基金管理办法》（银监发[2014]50 号）). According to the Measures, China trust security fund shallbe a mutual fund; a limited liability company-China Trust Security Fund Limited
Liability Company shall be established to manage the fund. The major sources of fundare contribution from trust companies. The fund shall be used to pay for: (1) The
reorganization of trust companies in administrative liquidation procedures; (2)25reorganization of trust companies in bankruptcy procedures; (3) the liabilities anddebts of trust companies which are ordered to close or dissolve due to their illegal
operation; (4) liquidity support of trust companies; and (5) other necessary items.
On December 19, 2014, China Trust Security Fund Limited Liability Company wasestablished in Beijing.
The fund will certainly have some impact on the industry.
5.3 Proposals of China Trustee Association on the Amendments of Trust Law
China Trustee Association are pushing hard to make necessary amendments to theTrust Law. In 2014, the Association published draft amendments, proposing : (1) toredefine trust businesses (or commercial trust operations) by applying trust law totrust businesses carried out by other financial institutions (securities companies andtheir subsidiaries, commercial banks, fund management companies and theirsubsidiaries, insurance assets management companies, PE management companies,etc.); (2) to clarify the meaning of “assign to” in article 2 of the Trust Law; (3) toallow declared trust (or self-trust); (4) to clarify when a trust come into effect, inparticular, whether transfer of property is needed for a trust to come to effect; (5) toestablish a proper trust registration system; (6) to clarify the liabilities of trustee to theperson who entrusted with trust affairs; (7) to specify the standards of trustee’s duties,
in particular the standards for duty of care; (8) to clarify the “the regulatory agency of
relevant public undertakings”(有关公益事业的管理机构) in art. 62 of Trust Law.

Those proposals are not necessary all in the right tracks. And so far as the reporter isaware about, Trust Law may not be amended in the near future. The problems
identified by the association behind those proposals, however, shall be paid special
attention to.
5.4 Anxin Trust Co. Ltd. Vs. Kunshan Chungao Investment and Development
Co. Ltd (安信信托昆山纯高资产收益权信托案)
The Case (hereinafter Kunshan Chungao case) is recognized as a landscape case in
2013.

26

Diagram 5: In the Eyes of Kunshan Chungao

Diagram 6: In the Eyes of Anxin TrustAs shown in Diagrams 5 & 6, there are two transactions between the disputed parties.
Those deals are carried out in the following sequences: (1) In September 2009,
Kunshan Chungao Investment and Development Co. Ltd. (hereinafter Kunshan
Chungao) and Anxin Trust Co. Ltd. (hereinafter Anxin Trust) signed “Right to the
Income from Assets of Kunshan· Federal International Project Trust Contract” (昆山•联邦国际资产收益财产权信托合同, hereinafter referred to as Property TrustContract). Under the contract, Kunshan Chungao, the settler, entrusted its right to theincome from Assets of Kunshan· Federal International Project (hereafter referred to as“right to the income”) to Anxin Trust to set up a PT. The right to the income wasvalued at RMB627 million. The beneficiary’s rights were classified into two tranches.
Kunshan Chungao held the general beneficiary rights itself, while the superior
27beneficiary rights were sold to public investors at a price higher than RMB 215
million. To secure the beneficiary rights of public investors, Kunshan Chungao agreed
to mortgage the assets of the projects, namely, the land use rights and buildings(including those under construction) to the trustee. (2) To facilitate the registration ofmortgage, the two parties signed a Trust Loan Contract (hereinafter referred to as“loan contract”) on the same day of signing the PT contract, and registered themortgage to secure the lender’s rights accordingly.
Kunshan Chungao kept performing its payment obligations but failed to meet thepayment requirements in September 2012. Anxin Trust brought a litigation against
Kunshan Chungao on the basis of the loan contract, claiming for the payment ofremaining loan principal (RMB 128.4 million), and a liquidated damage of RMB
5.385 million. Kunshan Chungao only agreed to bear the default liabilities of theproperty trust contract, on the basis that the loan contract was only signed to facilitate
the mortgage registration and therefore not binding. Under the property trust contract,
Kunshan Chungao was only obliged to pay a penalty of RMB 10 million.
The case went through two instances of trial, with the Shanghai Second Intermediate
People’s Court as the first-instance court 9 , Shanghai High People Court as theAppellate Court.10 Both courts hold the same opinion. The court of first instance held
that, on the one hand, the property trust contract concluded earlier, the loan contract
was signed after the property trust contract; on the other hand, evidences showed thatthe parties were performing the property trust contract, rather than the loan contract,
and therefore the dispute between the parties shall be a business trust dispute
government the property trust contract. The court therefore decided for Kun Shan
Chungao. The court of the second instance supported the court of the first instance inits judgment: (1) the dispute between the parties shall be solved on the basis of theproperty trust contract; (2) the mortgage and personal guarantee shall be valid andenforceable.
By deciding for Anxin Chungao, the court actually holds that right to the income ofassets is qualified to be the trust property. That is a great relief for the business. As
mentioned in the previous part, due to the lack of trust registration system, and more
importantly, due to business considerations (the settlor in most circumstances is notwilling to transfer the full title of the real estate development project to the trustee fortax reasons, etc.), and therefore in most real estate trusts in the form of PT, the trust
property is the right to the income of the real property, rather than the real property.

910

上海市第二中级人民法院（2012）沪二中民六(商)初字第 7 号民事判决。
（2013）沪高民五(商)终字第 11 号民事判决书。
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