Since the Ministry of Finance issued the "Implementation Opinions on Promoting the Cooperation and Development of Government and Social Capital" (Jin Cai [2065 438+09] 10) on March 7, 20/9, many big coffees in the PPP industry have published many articles on this 10, with different opinions and even different opinions. If it is only the exchange of academic views, a hundred schools of thought contend to lay a solid foundation, but as a document that will play an important practical guiding role in PPP, 10 belongs to the nature of an operation manual rather than an academic paper, and the contents of the rules must be clear and easy to understand, otherwise it may cause the society to be at a loss and helpless about PPP again. Based on this, in the attitude of being responsible for others and ourselves, we feel it necessary to reinterpret some key issues in document 10. We can't guarantee how correct our views are. We just try our best to be objective, and we look forward to some discussions, which will eventually be clarified by legislators. Let PPP rules guide PPP in a clear, pragmatic and easy-to-understand state.

Standardized PPP projects shall meet the following conditions:

1. belongs to the public welfare project in the field of public service, and the cooperation period is in principle more than 10 years, and the procedures such as value-for-money evaluation and financial affordability demonstration are performed according to regulations;

Understand clearly, no need to interpret.

2. Social capital is responsible for project investment, construction and operation and bears corresponding risks, and the government bears risks such as policies and laws.

Unscramble a

For a long time, many PPP projects, especially those involving policies and laws, have different views. Many governments have subdivided the policy and legal risks in risk distribution: (1) For the policies and regulations promulgated by the government at the same level, the risks are borne by the government because it is controllable; (2) Risks such as policies and regulations issued by higher-level governments should be regarded as force majeure and shared by both parties because the governments at the same level have no control and foresight. This division often causes disputes between the government and social capital in practice. The provisions of this opinion should be understood as follows: as long as the policy and legal risks are borne by the government, it plays an important guiding role in reasonable risk distribution, whether at the level or at the higher level. But if some governments are worried about their own changes in the next decade and force social capitalists to voluntarily bear the policy and legal risks of the governments at the same level, is it not in line with PPP? I hope legislators can make it clear.

3. Establish a payment mechanism that is completely linked to the project output performance, and may not lock and solidify the government expenditure responsibility in advance by lowering the assessment criteria;

Unscramble b

The assessment standard is good, but the legislative intention is worth promoting. However, this simple regular expression is difficult to operate in practice.

The "evaluation standard" itself does not have a relatively clear definition, so it is impossible to determine what is "reduction". In practice, especially in cultural tourism, pension, health, sports and other operational projects. Each operator may have its own unique operation mode and content, lacking universal regularity, and it is difficult to formulate assessment standards (which is obviously different from sewage treatment, garbage disposal and infrastructure construction. ). At present, most of the above-mentioned operating projects on the market refer to the concept of "operation and maintenance" of government-paid projects, rather than the concept of "operation". This is obviously the social capital side to reduce the risk of unqualified performance appraisal.

Therefore, in fact, "lowering the assessment standard" is difficult to identify. Then, this provision is actually useless.

4. The project capital conforms to the proportion stipulated by the state, and the shareholders of the project company pay the capital in full and on time with their own funds;

Unscramble c

This article is very important. Needless to say, the identification of shareholders. However, the PPP project has been 10 years, and the investment is very large. Many social capitalists can't stand such a long return on investment.

1, entity enterprises form a consortium.

If the social capital consortium formed by Company A and Company B stipulates that Company B can be a shareholder for 3-5 years, and after the expiration of 3-5 years, Company A buys shares of Company B, is Company B a real shareholder? This is very important.

Legend:

(1) If Company B is determined to be the real shareholder, it can solve the disadvantages of insufficient cash flow of Company A, especially for construction enterprises. After the project progresses for 3-5 years, Company A can acquire the shares of Company B from the perspective of construction, realize the "investment self-balance" of the project, avoid the financial crisis and do more projects.

(2) If Company B is not recognized as a real shareholder, Company A will have to exist independently for more than 10 years (of course, it is also possible to transfer its equity to the outside world in the future, but this is uncertain and risky), so it is difficult to mobilize the enthusiasm of social investors to participate in PPP, and even few people have the ability to participate, and PPP is still difficult to develop.

2. Financial institutions and entities form consortia.

In the past PPP projects (especially before the introduction of new asset management regulations), a common mode was that investors represented by trust companies and entities (such as operators and builders) formed a consortium to participate in PPP projects, among which investors were obviously one of the shareholders. Trust companies rarely use their own funds, and almost all of them are raised by issuing trust plans (whether it is a "channel" of a single trust or a real collective trust). However, according to the provisions of this document 10, shareholders pay "own funds" as capital, which means that financial institutions such as trust companies will not be able to participate in the investment of PPP projects in the form of raised funds. In theory, financial institutions such as trust companies can only participate in PPP projects in the form of debt financing (the same status and role as bank loans), but in fact, it is difficult to meet the requirements of PPP projects in terms of capital duration and cost. So in fact, the document 10 almost declared that financial institutions represented by trust companies could not participate in PPP projects at all.

Two, in line with the above conditions at the same time, the new government paid projects in principle should also meet the following prudential requirements:

1. In areas where fiscal expenditure accounts for more than 5%, new government-paid projects are not allowed. According to the principle of "substance is more important than form", sewage and garbage treatment are managed according to two lines of revenue and expenditure, except for PPP projects in the form of government payment;

Unscramble d

This provision is quite important and commendable. In practice, in addition to sewage treatment and garbage disposal, this kind of two-line management of revenue and expenditure may also appear in medical, transportation, education and other fields. The solution of this problem has played an important role in promoting the correct understanding of PPP in society.

2. Choose social capital by competitive means such as public bidding, invitation to bid, competitive consultation and competitive negotiation;

Understand clearly, no need to interpret.

3. Strictly control the project investment, construction and operation costs, and strengthen the follow-up audit.

Understand clearly, no need to interpret.

In order to circumvent the above restrictions, new government-paid projects are bundled and packaged into a small number of user-paid projects, and the contents of the projects are not substantially related, and the user-paid ratio is less than 10%, so they will not be put into storage.

interpret

The intention of this sentence is good, but it always feels unclear. Segmentation is understood as follows:

1, the premise of the application is that it should belong to the government-paid project, that is, the project itself does not have substantial operational components, but simply contains other operations that are not materially related. The most typical is to add parking lots and billboards around municipal roads. In this case, the implementation motivation is to build municipal roads, in order to "cater" to the provisions of PPP before packaging.

2. If the project itself has substantial operation, then it is not paid by the government and does not need to comply with this regulation. So don't misunderstand that the proportion of users' payment in the feasibility gap subsidy project must not be less than 10%. For example, the pension project has a great public welfare component, even if the income is seriously below 10%, then the government should subsidize it; Another example is the cultural tourism project in the city, which aims to improve the quality of life of citizens and the quality of the city. Even if the income is below 10%, the government can subsidize it. These are all compliant. Never misinterpret it here.

3. Different experts have different opinions on whether the provisions of "no substantial connection" and "the user's payment ratio is lower than 10%" in the process of not allowing warehousing are "sum" of two conditions or "or" only one condition ". This is very important, involving whether the scope of attack is too large and whether many projects can still be done. It should be too big first in the future.

In our opinion, it should be understood as "harmony", that is to say, the items paid by the government plus the use fee will not be put into storage only if there is "no substantial connection" and the use fee ratio is lower than 10%. Reason:

(1) From the logic expressed in this paper, if it is or relationship, then a provision of "no substantial connection" is enough, which covers the proportion of all user fees from 0% to 100%. In other words, if "there is no substantial connection", it is not allowed to be put into storage, so why write "use fee" again? Obviously, the expression "the proportion of users' payment is lower than 10%" is added to give a range, that is, if the proportion of users' payment is lower than 10%, it will not be put into storage. If it is "substantially related" or "the user's payment ratio is higher than or equal to 10%", it can be put into storage.

(2) From the content itself, the first sentence of this paragraph is "bundling new government-paid projects into a few-user-paid projects", and it is also clearly pointed out that it is not allowed to package government-paid projects into a few-user-paid projects. The implication is that it would be nice if packaging became an item paid by many users.

(3) In practice, for comprehensive PPP projects, such as district comprehensive development, there are operational sewage treatment, cultural tourism, medical care, municipal roads, pipe networks, environmental management, etc. And these projects are not closely related or even unrelated. If it is not allowed to synthesize a project, there will be no compliance basis for PPP projects in industrial parks and characteristic towns, and the category of "comprehensive urban development" in the PPP project library of the Ministry of Finance should be deleted.

To sum up, the original intention of the Ministry of Finance is that if there is no correlation between projects, you must make the user's payment ratio reach or exceed 10%, otherwise it cannot be put into storage. If you reach or exceed 10% after packaging, then I will allow you to put it in storage and do compliant PPP.

3. It is difficult to grasp "the proportion of users paying more than 10%" in practice.

We have already said this question in the last article, and I will briefly talk about it here:

(1) For monopolistic projects. First of all, we say that user-paid projects are actually not a simple category, but are actually divided into two categories. A kind of projects similar to sewage treatment, heating, water supply, etc., I often call them monopoly projects. This kind of project is characterized by relatively predictable income and stable future income. Then, generally speaking, if the user's charging ratio is set, it is easier to predict whether the future income can reach this ratio.

(2) For competitive projects. There are many user-paid projects in the market that are completely different from monopoly projects, such as pension, medical care, cultural tourism, health care and so on. It is impossible to predict the benefits of these projects before they are completed, and it is impossible to determine the benefits after they are completed. If we set the proportion of users paying for a project (for example, 10%), who can predict the future income? In fact, it is unpredictable, and there may be ups and downs, joys and sorrows. As long as the financial indicators are adjusted, it can reach more than 10%. Therefore, the setting of this index can not produce guiding and measuring significance in practice. In order to achieve this target, many governments and projects forcibly predict unpredictable returns, which may eventually lead to market chaos.

Third, strengthen the supervision of financial expenditure responsibility. . . . . . Newly signed projects shall not arrange PPP project operation subsidy expenditure from government fund budget and state-owned capital operation budget. . . . . .

Unscramble f

This is a new regulation that obviously overturns the original regulations of the Ministry of Finance, and there is no need to argue too much about it. The person in charge of the Finance Department of the Ministry of Finance recently explained the reasons when answering a reporter's question on the Opinions: First, prevent some areas from arranging a large number of PPP project expenditures through government fund budgets and state-owned capital operating budgets, "enlarge the denominator" and avoid the rigid constraint of the general public budget 10%. Second, the budget of government funds is "supported by income", and the annual revenue and expenditure scale fluctuates greatly, with strong uncertainty. Arranging medium-and long-term subsidy expenditure for PPP projects from it will increase the risk of financial expenditure and make it difficult to effectively guarantee the performance of PPP project contracts. Third, the government fund budget is the main source of debt repayment for local government special bonds. If the operating subsidy expenditure of PPP project is arranged from the government fund budget, it will easily lead to "one woman marries more", which not only increases the debt repayment pressure of local governments, but also is not conducive to the sustainability of PPP projects themselves.

What I want to emphasize here is that for the comprehensive development project of the district, many previous projects envisaged that the land transfer fee included in this project would form a government fund budget, and then it would be integrated into this project to realize "the land transfer fee will come back from the project to the project", but this mode is explicitly prohibited in this regulation. From the perspective of land development, future comprehensive development projects can only be compensated by the secondary development income of surrounding land. This has a great impact on third-and fourth-tier cities and district-level projects.

Fourth, increase financing support. . . . . . Encourage the revitalization of project stock assets through share transfer, asset transaction, asset securitization, etc., and enrich the access channels of social capital.

Unscramble g

The "equity transfer" mentioned here is to "enrich the entry and exit channels of social capital", not to say that the equity is transferred to new investors or can be transferred to the other party in the social capital consortium. If it is the latter, then we applaud (see "Interpretation C" for the reason), in fact, it also gives the quitter an exit channel (although the other party of the social capital consortium continues to be in PPP, it still has to bear the responsibility of acquiring equity); If it is the former, it is of little significance, because no one knows in the future: if the project runs well, whether there are new people willing to join does not need the government's "encouragement"; If the project operation is not good, "encouragement" has no practical significance, or it will not revitalize existing assets.

At the same time, it should also be said that in PPP project contracts, it is almost always written that "the equity transfer of social capital parties must be approved by the government". So, how does this "encouraging" regulation of the Ministry of Finance play a role? You can't ask local governments not to impose restrictions on equity transfer in PPP contracts.

Fifth, focus on key areas. Priority will be given to supporting infrastructure and public welfare projects with certain benefits in the areas of equalization of basic public services such as health, pension, culture, sports and tourism. . . . . .

Unscramble h

How to understand the word "priority support"?

(1) From the point of view of allowing warehousing, there is already a compliance requirement. As long as it is compliant, warehousing can be carried out. Then, there is no need for priority support.

(2) From the perspective of investment and financing support, it should be reflected in (1) and (2) of this article to guide insurance funds and China PPP funds to enter, but this paragraph does not express this meaning, so what is "priority support"?

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