CITIC Trust enters the second phase of Manor Beijing, analyzing the legal risks behind ultra-luxury projects and key points for reviewing purchase contracts.
In early 2027,重磅 news hit the top luxury market on Beijing's East Fourth Ring Road—CITIC Trust officially entered the MAHA Beijing Phase II project, with its planning proposal now open to the public. As a nationally renowned trust institution, CITIC Trust's involvement has added further dimensions of possibility to this already high-profile luxury residential development, yet it has also split market opinion into two camps: some view it as a powerful alliance between financial capital and top-tier luxury real estate, while others worry about the capital chain and legal risks lurking behind trust companies' participation in property development.
Regardless of how public opinion develops, for ordinary homebuyers, especially high-net-worth individuals, what truly deserves attention is not how luxurious a project is, but the legal pitfalls hidden behind transactions involving tens of millions or even hundreds of millions of yuan, how contracts should be signed to protect their rights and interests, and whether trust participation means the project is safer, or on the contrary, adds uncertainty. This article, from a lawyer's perspective and in light of the Civil Code, the Trust Law, the Urban Real Estate Administration Law, and other legal provisions as well as judicial practice, conducts an in-depth analysis of the legal key points in transactions involving such ultra-luxury projects.
Trust entering real estate projects: credit enhancement or risk stacking?
CITIC Trust, as a leading trust company in China, is not alone in participating in real estate project development. In recent years, it has become common for trust funds to enter the real estate sector through structures such as equity investment, disguised equity-debt arrangements, and revenue rights transfers. The entry of trusts into a project is often interpreted as a signal of strong financial strength, but legally, what needs to be clarified is whether the trust's role in the project is that of a shareholder, creditor, or something else, as this directly determines the risk allocation of the project.
In the structure of MHA Beijing Phase II, if CITIC Trust participates through equity investment, then as a shareholder, it shares profits and losses with the project company, which theoretically strengthens oversight of project fund usage—a relatively positive signal for homebuyers. However, if the trust funds enter as fixed-income products, i.e., the so-called "debt disguised as equity," then the trust company is essentially playing the role of a creditor, with its core focus being the safe exit of funds rather than the quality and delivery of the project itself. In such a scenario, once project sales slow down, the trust company may prioritize asserting its claims and even petition for bankruptcy liquidation of the project company, leaving homebuyers' rights and interests facing severe challenges.
From the perspective of judicial practice, the Supreme People's Court has emphasized in multiple precedents that look-through review is the core principle in handling trust and real estate disputes. Courts will comprehensively examine evidence such as investment agreements, shareholder resolutions, and fund flow directions to determine whether trust investments constitute disguised equity as debt. Therefore, homebuyers should not only pay attention to project promotional materials, but also more importantly, through lawyers, investigate information such as the shareholding structure and financing agreements of the project company to assess the true risk level of the project.
Review of Ultra-Luxury Property Purchase Contracts: Ten Essential Clauses, Not One Can Be Omitted
For ultra-luxury projects such as Manhe Beijing Phase II, the total purchase price typically exceeds RMB 50 million, and every word in the contract terms concerns the safety of tens of millions in funds. Pursuant to Article 470 of the Civil Code and the relevant provisions of the Measures for the Administration of Commercial Housing Sales, a commercial housing sales contract shall expressly specify core terms including party information, basic property details, price and payment method, delivery conditions and deadlines, and liability for breach of contract. However, in ultra-luxury property transactions, the following clauses require even more careful scrutiny.
首先是交付标准条款。精装修顶豪项目，交付标准往往以宣传册和样板间为准，但合同中的交付标准如果表述模糊，例如使用”高端品牌””进口材料”等非量化描述，极易在交付时引发争议。律师建议，购房者应当要求将具体品牌、型号甚至产地写入合同附件，并约定与样板间不一致时的违约责任。
Next are the payment milestones and fund supervision clauses. Luxury projects often adopt installment payments, but the agreement linking each payment to project progress must be clear. Buyers should require that funds be paid into the project company's pre-sale fund supervision account to avoid misappropriation of funds. According to Article 11 of the Administrative Measures on Pre-sale of Commodity Housing in Cities, pre-sale funds must be used for the related construction projects, and buyers have the right to request the developer to present the supervision agreement and reports on fund usage.
Third is the reciprocity of liability for breach of contract. In practice, developers often impose strict penalties on buyers for late payment, but downplay their own liability for delayed delivery and substandard quality. Under Article 585 of the Civil Code, if the agreed liquidated damages are excessively higher than the losses actually incurred, the people's court or arbitration institution may, upon the party's request, appropriately reduce them. Conversely, if the liquidated damages are set too low, the buyer should also claim an upward adjustment, which requires lawyers to conduct a professional assessment before the contract is signed.
Additionally, clauses such as force majeure provisions, obligations to notify of planning changes, deadlines for property title processing, and commitments regarding property management and supporting facilities also require word-by-word refinement in ultra-luxury transactions. A seasoned real estate lawyer can often secure additional protective clauses for buyers within seemingly boilerplate contracts, such as trigger conditions for the right of unilateral termination and special warranty commitments for quality defects.
Trust-Involved Stalled Project Risk: How Homebuyers Can Use Legal Weapons to Save Themselves
尽管信托入局常被视为实力背书，但全国范围内信托参与的楼盘烂尾事件并不罕见。2023年以来，多地爆发信托产品违约潮，部分地产项目因信托资金断链而停工，购房者陷入”钱房两空”的困境。若缦合北京二期未来出现类似风险，购房者应当如何应对？
First, exercise the right to terminate the contract in a timely manner. According to Article 563 of the Civil Code, if one party delays performance of its principal obligations and still fails to perform within a reasonable period after being demanded, the other party may terminate the contract. If the developer's delayed delivery of the property exceeds the period stipulated in the contract, the purchaser should preserve evidence through a written demand notice, laying the foundation for subsequent contract termination and claims for damages.
Secondly, actively declare claims. If the project company enters bankruptcy proceedings, homebuyers should declare their housing payment claims to the bankruptcy administrator at the earliest opportunity. Under the Enterprise Bankruptcy Law and relevant judicial interpretations, consumer homebuyers are entitled to priority repayment rights under specific conditions. However, this priority right is not automatically realized; homebuyers must proactively file claims and provide sufficient evidence such as payment receipts and contract documents. In practice, there are numerous cases where rights are impaired due to untimely declaration or insufficient evidence.
Third, pay attention to the disposal actions of trust companies. In projects involving trusts, the trust company is often the largest creditor, and its strategy for disposing of non-performing assets directly affects the rights of homebuyers. For example, the trust company may dispose of project assets through judicial auction. Homebuyers should monitor the auction announcements and promptly file execution objections or participate in the distribution of proceeds.
In short, purchasing a top luxury property is far more than signing a contract—it is a comprehensive game involving law, finance, and the market. Whether you are a potential buyer of the second phase of Manhe Beijing or a purchaser of high-end projects in other cities, you should hire a professional lawyer to conduct due diligence and contract review before signing, and retain all evidence during the performance of the contract to prevent problems before they arise.
Lawyer's Advice: Three Legal Defense Lines for High-Net-Worth Individuals in Property Purchases
Drawing on years of experience serving high-end real estate transactions, we have outlined three key legal safeguards for high-net-worth homebuyers nationwide, empowering them to navigate the complex luxury property market with stability and confidence.
The first line of defense—background checks before signing the contract. In addition to the routine verification of the five certificates, a lawyer should also be commissioned to conduct an in-depth review of the project company's equity structure, litigation status, financing arrangements, and the nature of the trust contract. If the proportion of trust funds is excessively high and the model involves fixed returns, the long-term stability of the project should be carefully assessed.
The second line of defense—strengthening rights during contract negotiation. Don't be dazzled by the developer's brand or the project's prestige; core rights must be clearly stated in black and white. For example, push to have commitments such as "unconditional house cancellation," "price protection," and "detailed delivery standards" written into the contract, and specify the method for calculating penalty clauses. For projects involving trusts, you can also require the developer to disclose in the contract the intended use of trust funds and the oversight mechanisms in place.
The third line of defense—rapid response after a dispute arises. Once any project irregularities are detected, such as construction halts, unusual movements in fund accounts, or scaled-back promotional commitments, legal procedures should be initiated immediately, including but not limited to sending demand letters, applying for property preservation, filing lawsuits, or arbitration. Time is money, and this is especially evident in real estate disputes.
Guangdong Zhiming Law Firm has深耕 the intersection of real estate and trusts for many years, having represented numerous contract disputes between high-net-worth clients and renowned developers, accumulating extensive experience in transaction structure design, risk prevention and control, and dispute resolution for ultra-luxury projects. If you are considering purchasing Manor Beijing Phase II or similar high-end properties, we welcome you to contact us. We will provide customized legal advisory services to safeguard your assets throughout the entire process.
