As the restructuring of Suning's massive debt continues to progress, risk disposal service trusts have once again stepped into the spotlight.
According to the reorganization plan ratified by the Nanjing Intermediate Court, the entire assets of 38 companies, including Suning Appliance Group, will be transferred into a trust plan. Debt repayment and asset剥离 will be achieved by offsetting debts with "trust units." This signifies another ultra-large private enterprise utilizing the trust mechanism to seek risk mitigation and rebirth.
Since the implementation of the "Notice on Regulating the Classification of Trust Business for Trust Companies" in 2023, risk disposal service trusts, as a key sub-category of asset service trusts, have rapidly become a crucial tool for resolving corporate debt risks and revitalizing存量 assets. This growth is fueled by the institutional advantages of trusts, such as asset segregation, fiduciary management, and value restoration.
Data from the China Trustee Association shows that the scale of risk disposal service trusts exceeded 2.6 trillion yuan in the first half of 2025. From the early restructurings of HNA Group and Founder Group to the current Suning restructuring, the trust industry is playing an increasingly vital role in mitigating corporate debt risks and serving the real economy.
However, behind this rapid business expansion, the entire industry is undergoing a profound transformation. Contemporary risk disposal service trusts are no longer content with merely establishing a nominal "risk isolation" structure. They have fully entered the deep-water area: the revitalization and value realization of the underlying assets. Faced with lagging regulatory frameworks, complex tax barriers, and operational disposal capabilities in need of enhancement, participants including trust companies, asset management institutions, and law firms are seeking multi-dimensional breakthroughs to jointly explore a new ecosystem for revitalizing存量 assets.
Legal Lag Constrains Risk Disposal Service Trusts According to regulations, a risk disposal service trust involves a trust company acting as trustee to provide services for corporate risk disposal, establishing a trust aimed at repaying creditors to enhance disposal efficiency. These trusts are categorized into two types: service trusts for market-oriented enterprise restructuring and service trusts for enterprise bankruptcy.
In recent years, the application of trust mechanisms in the bankruptcy and restructuring field has expanded in both breadth and depth. Statistics indicate that over the past seven years, 27 provincial-level regions in China have participated in the practical application of bankruptcy service trusts.
As the business of risk disposal service trusts expands rapidly, the contradiction posed by lagging legal system support has become increasingly prominent. The independence of trust property is a core principle of the trust system, yet its legal effectiveness highly depends on the publicity of property rights. At the equity registration level, most regional industrial and commercial registration systems cannot identify the "trust holding" attribute. Trust companies are registered as ordinary shareholders, facing triple legal risks: being added as persons subject to enforcement, property commingling, and obstacles in state-owned asset approvals.
It is understood that in April 2025, Beijing took the lead in launching the nation's first pilot program for equity trust property registration. Shanghai also launched a similar pilot in March 2026, allowing annotations of trust property in market regulatory departments to clearly distinguish trust property from the trustee's own assets.
Recommendations include accelerating the formulation of nationwide unified trust property registration procedures, mandating the addition of a "trust property" identifier field in industrial, commercial, and real estate registration systems. Simultaneously, promoting tax neutrality reforms to clarify that asset transfers for the legal establishment of a trust are not considered "transfers" for tax purposes, with taxes levied only upon actual disposal. This would clear obstacles for the high-quality development of risk disposal service trusts on a legal track. Other legal challenges include模糊 trustee duty boundaries, lack of exit mechanisms, and compliance issues with multiple settlors.
Asset Disposal Capability Determines the Success of Trust Plans While lagging and gaps in the legal system are concerns, on the front lines of practical implementation, the true condition of the underlying assets and the difficulty of their disposal represent the real "deep-water area" testing the trustee's capability.
Based on experience disposing of over 130 billion yuan in special assets, core difficulties in asset disposal have been summarized. Assets entering service trusts are typically non-core or inefficient assets not assumed by investors during restructuring, possessing an inherent subordinated nature. They often have unclear ownership, depreciated value, high compliance risks, and are burdened with heavy responsibilities like employee安置 and historical tax arrears.
Tax issues are a particularly underestimated obstacle in bankruptcy service trust disposals. The original debtor company often has large tax arrears before bankruptcy, and new tax obligations may arise during the asset disposal process. Tax authorities typically require tax clearance as a precondition for processing ownership transfers. If trust funds are insufficient to settle the arrears, asset transactions cannot be completed. This "tax bottleneck" often becomes the final, critical deadlock in disposal work.
Therefore,单纯的 "fiduciary management" no longer meets market demand. The ability to dispose of underlying assets is becoming the key factor determining the success of a trust plan. As trust companies transition from traditional financing businesses to service trusts, the "service + value-added" aspect of risk disposal service trusts is becoming an industry consensus.
Taking real estate risk disposal as an example, against the backdrop of the real estate industry entering a phase of stabilization and repair, resolving risks in the real estate sector and revitalizing存量 assets have become core issues. The essence of real estate risk disposal lies in creating a full industrial disposal ecosystem链, achieving resource coordination across the asset端, capital端, disposal端, and service端. Risk disposal is not merely asset monetization but a full-process, closed-loop ecosystem链 from "asset acquisition - value repair - disposal monetization - capital recycling." Disposal institutions need to integrate these four types of resources, forming an integrated, customized approach of "investment - financing - management - exit."
The concept of building a full-cycle ecosystem链 has pointed the direction for the industry, but implementing this blueprint tests the professional capability and innovative wisdom of market participants. Trust companies, asset management institutions, and law firms are exploring from different dimensions, forming a number of replicable and promotable practical models.
For instance, China National Trust has launched a "Service+" business model. Building on the foundational fiduciary管理工作 of risk disposal trusts, it provides a package of comprehensive financial services. This includes introducing industrial investors, allocating financial investments, issuing共益 debt, providing relief funds, conducting asset disposal, and improving corporate governance to support distressed enterprises in restoring production and overcoming difficulties.
The "China National Trust · Phoenix No. 20 Xiexin Restructuring Service Trust Plan," established late last year, involves claims of nearly 70 billion yuan and serves over 5,000 creditors. Beyond basic trust services, China National Trust leverages its business resource advantages to provide professional technical support to the restructuring enterprise in areas like investor introduction and legal/financial advisory services.
Bankruptcy Service Trusts as Legal Instrument Business To address difficulties in the risk disposal process, suggestions have been made for trust companies to construct trust plans acting as SPVs for risky assets and collaborate with institutions like asset management companies.
One proposal involves multiple trust companies contributing their respective存量 risk assets, while investment institutions like AMCs contribute cash, to establish separate special trust plans acting as risk disposal SPVs. Within individual trust plans, methods like judicial auctions could be used to resolve the存量 risk assets, or even undertake upgrade measures like reconstruction and renovation.
This new model is said to properly address practical difficulties trust companies face in risk disposal and in-kind debt repayment. Firstly, it allows problematic assets to be剥离 from the trust company's balance sheet, avoiding continued erosion of capital and liquidity by存量 risks. Secondly, it facilitates cooperation with AMCs under the trust structure to introduce capital for asset revitalization. Thirdly, the special-purpose vehicle can introduce professional asset operators through methods like equity cooperation or entrusted management.
Furthermore, regarding distressed real estate disposal, a "trust +共益 debt" structural design has been proposed. Under this architecture, the trust company participates as the restructuring trustee, achieving bankruptcy remoteness of the project assets from the original rights holder, severing the chain of historical debt claims, enhancing asset operational efficiency, and rebuilding market confidence through information disclosure mechanisms to create conditions for subsequent financing. Then, market-based funding is introduced through共益 debt investment. According to the Enterprise Bankruptcy Law, debts incurred for the debtor's continued operations can be recognized as共益 debts, prioritized over ordinary bankruptcy claims for repayment.
This statutory priority is a key incentive mechanism attracting diversified investors like AMCs, insurance funds, and trust plans, and is the core advantage distinguishing this model from traditional financing.
While model innovation provides technical pathways for asset revitalization, the long-term stability of risk disposal service trusts ultimately depends on the sustainability of their business logic. On the other side of rapid scale expansion, practical issues like模糊 profit models and fee-responsibility mismatches are forcing the industry to engage in rational reflection.
In one view, bankruptcy service trusts represent a new opportunity bestowed upon the trust industry by the times. Trust companies should cherish this business opportunity and nurture its healthy application and development. Consequently, regarding fees, trust companies should have a clear understanding: bankruptcy service trusts are a legal instrument business with weakened financial attributes. In a bankruptcy context where the entity is already insolvent, high fee demands under the trustee mandate are often neither reasonable nor feasible.
However, profitability in bankruptcy service trusts remains possible. On one hand, by increasing the volume of trustee cases to achieve economies of scale,前提是 standardizing and streamlining business processes. On the other hand, by expanding the scope of trustee duties or market-based services to empower business needs, striving for floating trustee remuneration contingent on the successful monetization of trust property.
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