About the company and COSCO Shipping Group Finance Company
Continuous risk assessment report of related deposits and loans and other businesses
In accordance with the relevant requirements of Shenzhen Stock Exchange on the disclosure of financial business information of financial companies, listed companies that have financial businesses such as survival and loans with related financial companies shall evaluate the business qualification, business and risk status of financial companies, issue a risk assessment report, and submit it to the board of directors for deliberation and disclosure as a separate proposal. At the same time, it is required that during the period of related party transactions, listed companies should continuously disclose the deposits, loans and other financial businesses involving the related party transactions of financial companies in their regular reports, submit a continuous risk assessment report every six months, and disclose it in the interim report and annual report.
As of December 31, 2021, Hainan Strait Shipping Co.Ltd(002320) its subsidiaries and COSCO Shipping Group Finance Co., Ltd. (hereinafter referred to as the “finance company”) had a maximum deposit balance of 209534 million yuan and a loan balance of 0 billion yuan. According to the relevant requirements of Shenzhen Stock Exchange on the related party transactions of the finance company, the financial risk assessment of the finance company is reported as follows:
1、 Basic information of finance company
The finance company was established on December 30, 2009, and was approved by Bank Of China Limited(601988) supervision and Management Committee
Non bank financial institutions established with the approval of the Commission.
Company name: COSCO Shipping Group Finance Co., Ltd
Type: limited liability company
Legal representative: Sun Xiaobin
Registered capital: 6 billion yuan
Date of establishment: December 30, 2009
Address: 8th floor, No. 5299 Binjiang Avenue, China (Shanghai) pilot Free Trade Zone
Business scope: handle financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; Approved insurance agency business; Provide guarantee to member units; Handle entrusted loans between member units and entrusted investment of member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending; Underwriting corporate bonds of member units; Securities investment; General derivatives trading business on behalf of customers (only limited to forward foreign exchange settlement and sales, forward foreign exchange trading, and agent trading of RMB and foreign exchange swap products initiated by customers). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Internal control of finance company
Under the correct guidance of the China Banking and Insurance Regulatory Commission, Shanghai Banking and Insurance Regulatory Bureau and other regulatory authorities, and with the strong support of China Ocean Shipping Group Co., Ltd. and group member units, the finance company strictly follows the measures for the management of enterprise group finance companies and the guidelines for compliance risk management of commercial banks According to the requirements of the guidelines on internal control of commercial banks and the code for corporate governance of banking and insurance institutions, adhere to the business policy of “standardization, stability, service and development”, earnestly implement the working concept of “excellence”, take line management as the starting point, and constantly improve the internal control and management system to ensure the steady operation and sustainable development of financial companies.
(I) internal control environment
1. The finance company implements the general manager responsibility system under the leadership of the board of directors, establishes the shareholders’ meeting, the board of directors, the board of supervisors and the management level in accordance with the provisions of the articles of association, defines the corporate governance structure in which the shareholders’ meeting, the board of directors, the board of supervisors and the management level have their own responsibilities, standardized operation and mutual checks and balances, and establishes division of labor and cooperation, clear responsibilities The organizational structure with clear reporting relationship provides a necessary prerequisite for the effectiveness of risk management.
2. According to its own characteristics, the finance company has established a risk management organization system that meets the regulatory requirements of the industry, and set up three professional committees under the board of directors: risk management committee, strategic development committee and audit committee to effectively ensure the steady and compliant implementation of the company’s business strategy; Under the general manager, there are asset liability management committee, credit business audit committee, investment business audit committee and derivative business audit committee to review, make decisions, manage and supervise the company’s asset liability management, credit, investment, foreign exchange derivatives and other businesses; The company has set up 14 departments: financial business department, investment and trading department, international business department, bill business department, financial management department, planning and finance department, settlement business department, strategic development department, legal compliance department, board office / comprehensive affairs department / trade union office, Party committee work department / organization and personnel department, network information department, operation affairs department and supervision and audit department, Clear division of authority; The legal compliance department is responsible for establishing an effective risk control mechanism of the company and coordinating, supervising and inspecting the internal risk management of each business department of the company; The supervision and audit department is responsible for auditing and inspecting the implementation of the company’s risk management system.
3. At the end of December 2021, the number of directors of the company was 9, and the members of the board of directors included the chairman of the company, the Secretary of the Party committee, independent directors, directors sent by shareholders, full-time directors, employee directors and other members. Most of the members of the board of directors of the company have more than 20 years of rich financial management experience, actively participate in the board meetings, fully perform their statutory functions and powers, and perform their duties diligently. The senior management of the company has sufficient business skills, experience and integrity in managing financial institutions, has a comprehensive and good grasp of the company’s business behavior and related risks, can make the daily operation comply with laws, regulations and board policies, and effectively manage and monitor risks through perfect and reasonable mechanisms. The senior management has the correct management orientation and can make reasonable decisions within the scope of authorization in key aspects of the business.
(II) risk identification and assessment
The risk management strategy of the finance company is “coordinated with business development, constrained by capital and effectively covering losses”, which is embodied as follows: (1) the annual, medium and long-term development objectives of the finance company are always established within the range of risk tolerance, so as to avoid one-sided pursuit of high-speed business development and ensure the sustainability of business development; (2) On the premise of ensuring the capital adequacy ratio, the finance company pays attention to the actual benefits of input and output, cooperates with the overall strategy of the group, and tilts the limited resources to key businesses and key customers; (3) The finance company strictly controls the potential losses faced due to taking risks and attaches great importance to the provision management of asset losses. With reference to the minimum capital requirements proposed in Basel III, the finance company has implemented and achieved dynamic provision management of no less than 2.5%. According to the requirements of the China Banking and Insurance Regulatory Commission on the submission of off-site supervision information of financial companies, the financial company organizes the self-assessment of risk management and compliance management every year, and submits the self-assessment report of risk management and self-assessment report of compliance management of the previous year in March every year. The overall risk level of the financial company is low and the overall risk development trend is stable; The level of internal compliance risk is low, the level of compliance risk management is strong, and the trend of compliance risk management is stable.
(III) main business risk control
1. Credit business management
(1) The credit business objects of the finance company are limited to the member units of COSCO.
The finance company implements unified credit management for credit business, establishes a customer credit risk identification and monitoring system and a perfect credit decision-making and approval mechanism. The finance company formulates the authorization rules of the board of directors and implements Hierarchical Authorization according to the hierarchical authorization management measures, that is, according to the nature and scale of business, the shareholders’ meeting authorizes the board of directors, and the board of directors authorizes the chairman and general manager reasonably, so as to clarify the division of credit business responsibilities and authorities among the shareholders’ meeting, the board of directors, the chairman and the general manager, so as to ensure scientific business decision-making and effective implementation; According to the different characteristics of credit business, we have formulated the measures for the management of loan business, the measures for the management of letter of guarantee business, the operating procedures for credit management of member units, the operating procedures for enterprise credit rating evaluation, the operating procedures for financial business pricing, the operating procedures for the management of credit business approval authority, the operating procedures for five level classification of credit assets and other systems, We have standardized the operation procedures of various credit businesses and established a complete credit management system before, during and after loan.
(2) The finance company has established a credit management system with reasonable division of labor, clear responsibilities and mutual restriction to achieve the separation of loan approval. The loan investigator of the financial business department is responsible for the loan investigation and evaluation, and is responsible for the investigation errors and inaccurate evaluation; The credit reviewers of the legal compliance department are responsible for loan risk review and bear the responsibility for review errors. The supervision and audit department is responsible for post audit and compliance inspection of business policies, procedures and restrictions. In the development of credit business, the former, the middle and the backstage systems are separated from each other: the treasury management department is responsible for grading credit to the member units, and the financial business department is responsible for pre credit investigation and post loan inspection. The legal compliance department in the middle stage is responsible for compliance review and continuous credit risk monitoring, and the Settlement Department of the post stage is responsible for the issuance and return of credit funds. Multiple departments perform their respective duties and cooperate with each other in the business system, realizing the effective separation of different responsibilities.
(3) Through the credit decision-making and approval mechanism, the company prevents the high concentration of the risk of a single customer, prevents the issuance of loans in violation of the credit principle, and prevents the illegal investment of credit funds in high-risk areas and illegal activities; The quality of loan and the authenticity of loan risk are ensured through the standard of loan quality and classification system.
2. Fund business management
(1) In accordance with relevant regulatory provisions, the finance company has formulated the bank account management measures, fund management measures, interbank credit management measures, operating procedures for fund allocation, operating procedures for regular interbank business, administrative measures for interbank lending, operating procedures for interbank lending and administrative measures for credit asset transfer business, By strengthening the approval and management of the opening, change and cancellation of interbank accounts, strictly standardize the qualification review and selection process of counterparties, clarify the operation specifications and control standards, and effectively control business risks. In the measures for the administration of capital business, the finance company defined the management mechanism of counterparty white list for interbank business, and defined the management mechanism of credit line through the measures for the administration of interbank credit.
(2) For liquidity risk management, the finance company always takes strengthening the centralized management of the group’s funds and improving the efficiency of the use of the group’s funds as its basic responsibility, emphasizes that efficiency is subject to liquidity, and ensures the timeliness and safety of the settlement of the group’s customers’ funds. At present, the company has preliminarily established liquidity monitoring and early warning mechanism, basically completed the establishment of liquidity management model, and formulated liquidity risk management measures and operation procedures for liquidity risk early warning and emergency management as the liquidity risk management system. The company’s planning and finance department shall calculate RMB, US dollars and comprehensive liquidity indicators respectively according to various liquid assets and liabilities of the previous day, and report them to relevant departments and main leaders of the company for reference; Before the operation of large capital business, the planning and finance department shall conduct stress tests on liquidity and capital adequacy ratio, and the business can be operated only after the indicators are confirmed to be safe. The company strives to strengthen liquidity management through the combination of pre prediction and post monitoring, ensure capital provision and prevent liquidity risk. The company strengthened the fund plan statistics of member units, counted the fund receipts and payments of key customers on a weekly basis, tracked and corrected the data day by day, and improved the foresight of liquidity management. In addition, the company has begun to realize the real-time monitoring and early warning of liquidity ratio through the construction of new information system, and will further improve the multi department linkage liquidity management emergency mechanism to ensure that the liquidity ratio meets the regulatory requirements.
3. Settlement business management
(1) In accordance with various regulatory provisions, the finance company has formulated business management measures and relevant operating procedures such as settlement account management measures, unit deposit management measures, settlement business management measures, settlement business operating procedures, foreign exchange settlement business operating procedures, paper bills and important blank vouchers management measures. In terms of deposit business of member units, the finance company strictly follows the principles of equality, voluntariness, fairness and good faith to ensure the safety of funds of member units and safeguard the legitimate rights and interests of all parties; Strictly implement the relevant provisions on account management. Carefully examine the opening and closing of depositors’ accounts, strictly manage the reserved signatures and deposit payment vouchers, and effectively prevent fraud; Strictly implement the incompatible post separation system, and the personnel who use and keep important business seals shall not keep relevant business documents at the same time; Implement strict accounting management for cash and important blank vouchers, strictly implement warehousing, registration and receiving procedures, and conduct regular inventory, etc.
(2) The finance company has formulated the management measures for anti money laundering and anti terrorist financing, the operating procedures for risk classification of customers in money laundering and terrorist financing, the operating procedures for customer identification and customer identity and transaction record preservation, the operating procedures for suspicious transaction report, the management measures for self-assessment of money laundering and terrorist financing risks and other systems to prevent money laundering Financial fraud and other illegal activities ensure the safety of the company’s and customers’ funds.
4. Accounting business management
The finance company formulates and implements the company’s accounting management system in accordance with the accounting standards for business enterprises; The principle of separation of responsibilities and mutual restriction shall be implemented in the setting of accounting posts. It is strictly prohibited for one person to concurrently hold incompatible posts or complete the whole process of accounting alone. The finance company clearly stipulates the responsibilities and authorities of the accounting department and accounting personnel. The accounting department and accounting personnel act within their respective authorities, supervise the whole process of accounting treatment, and ensure that the accounting accounts are consistent with the accounts, account data, account reality and account table. The finance company has established a complete accounting and financial reporting system to disclose accounting and financial information in a timely, true and complete manner in accordance with the regulations, so as to meet the needs of shareholders and regulators for accounting information.
5. Information system control
(1) The finance company has formulated management systems such as network and computer operation and maintenance management measures, application system operation and maintenance management measures, information project construction management measures and information technology risk management measures (for Trial Implementation), which meet the guidelines for information system risk management of banking financial institutions issued by the CBRC Basic requirements for classified protection of information system security and other regulatory requirements.
(2) The main business system TMS system of the finance company completed the integration of the original two systems of CNOOC finance and COSCO finance in December 2018. In 2021, the company continued to promote the construction of information system, completed the demand analysis, development, testing and launch of three major versions and six minor versions of TMS system throughout the year, completed the launch of functional modules such as letter of guarantee, syndicated loan, letter of credit, spot foreign exchange settlement and sales t + 1 / T + 2 and interbank credit management, and made layered quotation for credit, capital pool, loan, settlement and foreign exchange settlement and sales Function optimization of regulatory submission and other modules. In 2022, the company will consider upgrading the main business system according to the business needs and the needs of the company’s development,
