Mezzanine investment and equity plus debt (stock plus debt) model of real estate funds are common investment structures in the real estate field, and they have the following differences: investment structure: mezzanine investment: mezzanine investment usually refers to a layer of capital between debt and equity in the capital structure of real estate projects. Mezzanine investors provide investment funds to the project parties as a way to participate in profit sharing and limited loss commitment, and invest in the form of creditor's rights. Mezzanine financing is in a high-risk and high-return position in the capital structure. Stock+debt model: the stock+debt model refers to the investment mode combining equity and debt. Investors in this model are usually divided into equity investors and creditor investors. Equity investors invest by buying the equity of the company and share the profits or gains from the value-added of the company. Debt investors provide loan funds to the company by providing loans or issuing bonds and charge fixed interest. Investment risk and return: mezzanine investment: mezzanine investment usually has high risk and return potential. Mezzanine financiers enjoy relative priority in the cash flow of the project, but are in a secondary position in the capital structure. Therefore, mezzanine investors may face higher loss risk when the project risk is high, but they can also get higher income when the project is successful. Stock+debt model: Equity investors in stock+debt model usually take higher risks, because their returns depend on the profitability of the company and project growth. Debt investors take lower risks because they have fixed return interest. In terms of return, equity investors have greater return potential and can get higher returns through company value-added or equity transfer. Investment period and exit mode: mezzanine investment: mezzanine investment usually has a long investment period, which may be consistent with the project life cycle or last for several years. Withdrawal methods can include project sale, capital reorganization or acquisition, and mezzanine investors can get higher returns by withdrawing. Stock+debt model: Equity investors in stock+debt model usually have a long investment period, which is consistent with the life cycle of the company or the income cycle of the project. They can withdraw their investment through equity transfer or company listing and get a return on investment. Creditor usually has a short investment period and can recover the principal after the bond expires. The above is the main difference between real estate fund mezzanine investment and stock+creditor's rights model. Choosing a suitable investment structure needs to consider investors' risk preference, return expectation and project characteristics. It is recommended to seek professional investment consultant or legal advice before making any investment, so as to obtain comprehensive investment advice.