Recently, lawyer Song Wei, director of the Tokyo branch of Beijing Weiheng Law Firm in Japan, found that there were suddenly more people going to the office to consult real estate business, many of which were Chinese owners of Toyotomi Commercial Co., Ltd. (hereinafter referred to as "Toyotomi Company"), and they all wanted to inquire about rights protection.
Not long ago, First Financial published an article titled "More than 500 people buying a house in Japan, hundreds of millions of investment funds may be wasted", reporting on the experience of Toyotomi's Chinese owners: under the introduction of many well-known domestic intermediary agencies, more than 500 investors from Beijing, Shanghai, Guangzhou and other places purchased Toyotomi's commercial real estate projects, but then found that the property rights could not be transferred, and the initial promised investment income was not fully fulfilled. Toyotomi said that its main business was in trouble and a capital chain crisis occurred, and proposed a "independent regeneration" plan, which deepened the owners' concerns about pursuing their own rights. After the first financial report was published, an insider said that Toyotomi did make real estate with the mindset of doing finance. After studying the case, legal professionals told Caixin that the case has some main characteristics of " Ponzi Scheme ".
First Financial News found through continuous investigations that Toyotomi may have intentionally taken advantage of the differences between Chinese Japanese and the loopholes that domestic investors have difficulty in going to Japan for field investigation. From the beginning, they set some traps in the contract, deliberately exaggerated the project's revenue expectations during sales, and at the same time attracted intermediary institutions to recommend it with commissions that exceeded the market conditions several times or even dozens of times, and promised stable and high returns to investors. In fact, through calculations, it can be found that housing prices cannot offset the costs they have to pay, and such high returns will definitely not be able to be continuously redeemed. It is inevitable that real estate with bright prospects will become "air houses".
This case is a typical case of individual cross-border investment. In recent years, domestic investors have been enthusiastic about cross-border investment, but risk events have also emerged. The problems presented in the "Toyotomi incident" are worthy of investors' attention.
"Language Trap"
It seems that from the beginning, Toyotomi has not shown its project truthfully.
Toyotomi Company gave owners a 34-page exquisite "Nabama Nihonbashi " recommendation information to the owners in early 2021. The cover title is "the leader in the increase in land price of Osaka ", and in the second page of the text, "the regional land price trend increased exponentially compared with last year, with an increase of up to 21.92%. This does not match the facts.
First Financial reporter checked the land price information on the official website of the Ministry of Land, Infrastructure, Transport and Transportation of Japan and found that the Toyotomi Company’s project location, the land price price increase in 2019, 2020 and 2021 was 15.95%, 10.60% and -4.45% respectively, which is far less than what Toyotomi Company claims to the owners.
"In the Japanese concept of land and real estate, real estate and land are calculated separately. In Japan, land will increase value, but the house may not be, and may even depreciate, because the house is just steel bars, cement, and bricks, and it is a fixed and damaged real estate." said Li Ming (pseudonym), the head of a domestic company dedicated to Japanese real estate sales.
Toyotomi also gave investors attractive conditions to immigrate, saying that if you purchase 4 properties, you can give away "Japanese identity" and provide full-process guidance, including applying for an immigration (i.e., business management visa). In the future, the developer will set up a company for the owner in Japan, and then use the rent of the property as the company's income.
"Japan's business management visa means that the applicant must set up a company in Japan and operate and manage it in Japan, rather than buying two houses in Japan and using the rent of the house as the income from the business management." Li Ming, who is familiar with Japanese real estate sales, said that the purpose of setting up a Japanese business management visa is to help those overseas people establish companies in Japan and boost Japan's domestic economy, not to serve tenants. "In the end, the Japanese immigration management department must also review it. Through inquiry, it was found that the income was inconsistent with the policy, and the visa could not be obtained. Toyotomi Company is actually a bit of a trait."
In addition, Toyotomi Company's contract also has "mysteries".
According to Song Wei, the text of home purchase contract is written in bilingual Chinese and Japanese, but there are differences in the content between Chinese and Japanese bilinguals, and the translations in multiple places in the contract text are misleading. For example, in Japanese it says "hand-paid gold", but in Chinese it says "head gold" or "money has been collected". The First Financial reporter checked the purchase contracts of many investors, and the same was true. This is actually a language trap in translation.
Song Wei introduced that if the money paid by the buyer is processed as "hand payment" (meaning deposit), the seller must return it twice in the event of a default of the seller. However, if it is processed as "head gold" (meaning down payment), you only need to return the paid part. Since the contract stipulates that the Chinese version shall prevail, it should be processed in the form of "head gold".
In addition, in the "dispute jurisdiction" clause, the Japanese state says the jurisdiction of Japanese domestic courts (i.e. court litigation), and the Chinese state says "Japanese domestic court arbitration".
In response to this, Song Wei said that the court does not conduct arbitration. The statement of "court arbitration" is a common sense error in the law. This clause does not clearly stipulate that arbitration institution is an invalid arbitration clause, which will cause the buyer to lose his arbitration rights and will eventually be carried out in the form of a Japanese court lawsuit. Song Wei said that this means that if there is a dispute, Chinese investors can only resolve the issue through litigation in Japanese courts, which takes a long time and may not be able to apply for compulsory enforcement in China.
intermediary and high commission
Toyotomi Company's publicity and contracts are obviously scheming, but the ultimate goal of reaching a deal is inseparable from the help of the intermediary. However, the intermediary agencies later denied that they had known about the problems with Toyotomi Company and Toyotomi projects.
In Liming's view, domestic intermediary banks usually cooperate with overseas developers and often check the other party's qualifications and do some background checks, but each agent has limited investigation capabilities. In other words, "Sometimes, after completing the investigation, do you definitely find potential problems with the developer? This is not necessarily the case. Moreover, so many agents in China cannot go to Japan to go to Japan to check on the property situation (that is, to check the property situation on the spot)."
Liming still remembers the scene when the representative of Toyotomi Company came to him to represent the property in 2019. "Toyotomi's projects are similar to those sold by other Japanese developers in the past. In the past, most Chinese developers have promoted domestic investors by using the gimmicks of real estate appreciation, investment immigration, and post-repurchase. However, Toyotomi has done a very extreme job, gathering all the gimmick selling points, plus high commission rebates, allowing large domestic intermediaries to endorse for their ." Li Ming said.
"The Toyotomi company people found me at that time, and the agency commission rebate conditions offered were indeed very attractive, almost more than twice the market conditions." Li Ming said that in general, the top Japanese developers such as Mitsui , Sumitomo , etc., foreign agents have very little commissions for selling real estate, such as 0.5%.
In addition, Li Ming said that there are some first-class real estate developers in Japan, and the commission ratio they give to overseas agents is only the market trend, that is, 2% or 3%. But the commission rate offered to him by Toyotomi at that time was 10% to 15%.
Liming's statement is consistent with the above-mentioned Song Wei investigation. Song Wei told the First Financial reporter: "Toyotomi Company needs to pay domestic intermediary commissions, recommendation fees, etc. They give the industry an outrageous rebate of 10%, and even 15% in the later stage." The purchase contracts of many owners of
showed that the unit price of the Toyotomi Company they purchased was RMB 1.3 million. After buying it, everyone found out that their houses were about 30% more expensive than the same type nearby. Does this mean that Toyotomi can make higher profits? The answer is not exactly true.
According to Song Wei's investigation, there are two types of real estate sold by Toyotomi Company. One is to buy land directly to develop the property. The actual cost is estimated to be around 680,000 yuan (13 million yen). The other is to redecorate the old house purchased by Toyotomi Company from the market for resale. The actual cost is estimated to be 730,000 yuan to 754,000 yuan (about 14 million to 14.5 million yen).
is calculated according to this. Taking 1.3 million yuan per property as an example, Toyotomi's gross profit is between 546,000 and 620,000 yuan, which seems to be relatively profitable, but its model has great loopholes. In fact, it still needs to bear greater expenditures: first, based on 1.3 million yuan per property, Toyotomi promises investors to have a 10-year lease, with a cashback of 6% per year, and the annual rent refund is 78,000 yuan, with a total amount of up to 78,000 yuan in 10 years; secondly, it is a commission of 10% to 15%, that is, 130,000 to 195,000 yuan. If the customer holds it for ten years, the total amount of rent rebate and commission will reach 910,000 to 975,000 yuan, far higher than its gross profit. Even if the lease refund is only 5 years, Toyotomi Company needs to pay a rent refund and commission of 520,000 yuan, which is close to its gross profit. From this we can see that if Toyotomi Company's model wants to achieve profitability, it must rely on the later rent rebate operation of the house, but at the same time brings a question: If profits must rely on subsequent operation, why should Toyotomi Company intervene in the development and sales of real estate?
"The Toyotomi model no longer promotes leasing in the later stages, but has begun to promote B&B and , the high returns of hotels, trying to have a reasonable argument on the books, but under the epidemic, 'explosion' is inevitable." Song Wei said that there is only one way to play this obviously "unplayable" game, which is to sell "air room" and subsidize old customers with new funds, and finally "a mess".
"empty shell"
When domestic investors found out that they might be facing a situation where they had lost both money and houses, they remembered that they did not have enough understanding of Toyotomi Company and its head Yuma Nishinoji, but they directly transferred the purchase payment to the latter's personal account.
"Our house payments have been transferred to the personal account of Nishiyuanji Yuma in Shanghai. We are not sure whether the money has been transferred to Japan's Toyotomi Company and how it can be transferred." An investor in Shanghai said that some investors have begun to investigate the situation of Toyotomi and Nishiyuanji Yuma, but more investigations can only be promoted in China. They "want to find out whether Toyotomi Company still has assets to recover in China."
However, according to a reporter from the First Financial Daily, Toyotomi Company and Yuma Nishinoji themselves do register multiple companies in China, but most of the companies they invest in have not carried out business activities. In the second half of 2021, Yuma Nishienji gradually withdrew from the registered personnel information of multiple companies.
is in the public channel, and there is not much personal information about Yuzhen, Nishiyuanji, I only know that the name is Ma Jiye.
Ma Jiye claimed that he went to Japan to study in 2003 and studied at Ritsumadang University, a famous private university in Kyoto, Japan. In 2005, he founded Toyoshiya personal store selling women's clothing and Japanese products purchasing agents. In 2010, he joined a home furnishing trading company in Shinsaibashi Osaka as the marketing director. He obtained a Japanese business management visa in 2012 and founded Toyoshi Commercial Co., Ltd., which mainly engages in Japanese real estate investment and management, and applied for business management agents. He became a Japanese citizen in 2014 and expanded his business scope to tourism and homestay operations. In 2017, the company was reorganized as Toyoshi Group, which operates subsidiaries in various business segments.
cannot verify the authenticity of the above resume. However, Ma Jiye began to register a company in China after 2014, but it is well documented. According to a verified by the First Financial reporter, the companies registered by Ma Jiye involve multiple fields such as investment, catering, and real estate, but these companies either do not carry out business activities or are suspected to be shell companies.
Ma Jiye registered a Toyotomi Investment Management Co., Ltd. in Shanghai, China in December 2015 with a registered capital of 50 million yuan. The company's major shareholder, legal representative , executive director and general manager is Ma Jiye (personally holds 80% of the shares), and the small shareholder Yang Qinggu holds 20% of the shares. This is the earliest record of Ma Jiye opening a company in China. According to industrial and commercial data, Ma Jiye paid 40 million yuan in actual funding and Yang Qinggu paid 10 million yuan in actual funding. In January 2019, the company canceled .
htmlOn June 19, a reporter from the First Financial Daily contacted Yang Qinggu, who said he was currently in Shanghai and did not know much about Ma Jiye. "Ma Jiye asked someone to find me to cooperate with private equity fund , and I met once when I registered in the industrial and commercial industry.Later, the market changed, and after the company was registered, it had no substantial operation (operation), and it was just an empty shell. "Yang Qinggu said.In addition, Ma Jiye claimed that he came to China in 2018 and had branches in Beijing and Shanghai.
First Financial reporter found that Toyotomi Company has an institution called Toyotomi (China) Co., Ltd. (hereinafter referred to as "Toyotomi China") in Beijing. It was established in September 2018. The executive director is Jekiji Kawaji and the supervisor is Daisuke Tsuki. The change records of industrial and commercial data show that the original legal representative and director of the company were Yuma Nishinoji, but in November 2021, after Toyotomi Company announced the delay in paying the owner's income and rent, Yuma Nishinoji withdrew from all positions in the company. Toyotomi China's registered capital is 100 million yuan, but the paid capital is 0 yuan, and the number of insured people is only 3.
Toyotomi China is still in 2 In 2019, a Shanghai Fengnaian Business Consulting Co., Ltd. was registered and established with a registered capital of 1 million yuan and a paid-up capital of 0 yuan.
In addition, Toyotomi also opened a cafe in Shanghai. Some investors said that this cafe is the address used by Toyotomi employees to receive customer mailing contracts. "Previously, the intermediary agent told me that they went to Shanghai to find Toyotomi employees, and the other party arranged to meet in this cafe." Dianping.com shows that the cafe has been closed.
various signs show that investors hope that the possibility of pursuing in China will disappear completely. Many investors have begun to promote rights protection in Japan by hiring professional lawyers, but some of them are not optimistic about the results.
