China United Network Communications Limited(600050) report on continuous risk assessment of China Unicom Group Finance Co., Ltd
According to the requirements of Shanghai Stock Exchange self regulatory guidelines for listed companies No. 5 – transactions and related party transactions, China United Network Communications Limited(600050) (hereinafter referred to as “the company”) checked the business license and financial license of China Unicom Group Finance Co., Ltd. (hereinafter referred to as “the finance company”) and reviewed the balance sheet, income statement The regular financial reports of the financial company, including the cash flow statement, evaluate its business qualification, business and risk status. The specific situation is reported as follows:
1、 Basic information of China Unicom Group Finance Co., Ltd
(I) place of registration, organizational form and address of the enterprise
The finance company is a limited liability company established in Beijing with the approval of Bank Of China Limited(601988) industry supervision and Administration Commission (now Bank Of China Limited(601988) insurance supervision and administration commission due to the integration of responsibilities) and the investment of 2.73 billion yuan and 270 million yuan respectively by China United Network Communication Co., Ltd. and China United Network Communication Group Co., Ltd. (hereinafter referred to as “the group company”). The company completed the industrial and commercial registration on June 17, 2016, and the social unified credit code is 91110000ma006buhx4; Financial license institution code: l0241h211 Ping An Bank Co.Ltd(000001) . Legal representative: Qin Wei; The registered capital is 300 million yuan; Registered address: room 708, 10th floor and 7th floor, No. 21, Financial Street, Xicheng District, Beijing.
(II) industry, business scope and main business segments of the enterprise
Industry: enterprise group finance company
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 and entrusted investment between 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; Fixed income securities investment.
Main business segments: capital business, credit business, bill business, guarantee business, entrustment business, etc.
(III) name and governance structure of parent company and group headquarters
The parent company of the finance company is: China United Network Communication Co., Ltd;
The ultimate controlling party is the group company;
Organizational structure: the finance company adopts the general manager responsibility system under the leadership of the board of directors. 2、 Basic information of the company’s internal control
(I) control environment
In accordance with the provisions of the company law and the articles of association, the finance company has established a three board and one layer governance structure. The responsibilities of each governance subject are clear, in line with the principles of independent operation and effective checks and balances, and clearly stipulates the responsibilities of the board of directors, directors, supervisors and senior management in internal control. The shareholders’ meeting is the top decision-maker of the finance company, The board of directors decides on major matters of the financial company and is responsible to the shareholders’ meeting. The management team under the leadership of the general manager is responsible for the daily operation of the financial company. The company has formulated the list of functions and powers of Party branches, three meetings, professional committees, general managers and managers covering more than 100 matters to clarify the boundaries and scope of decision-making process. All governance subjects strictly follow the authorization list to perform their duties in production and operation, continuously improve governance efficiency, standardize management and operation, and establish an organizational structure with reasonable division of labor, clear responsibilities and clear reporting relationship, It provides necessary preconditions for the effectiveness of risk management.
The organization chart is as follows:
Shareholders’ meeting
Nomination, assessment and Remuneration Committee of the board of supervisors credit review committee Audit Committee of the board of directors
Information technology committee management risk management committee
Investment Management Committee
Jin Xin Jie Xin Yan Feng Shen
Comprehensive financing and loan interest calculation and insurance calculation
Management and inspection of Hecai Industrial Technology Center
Psychological core of department field operation
Department Department Department Department
(II) risk identification and assessment
The finance company has set up an independent risk management department and audit department to form three lines of defense for effective risk management with the front office business department to carry out all-round risk management, supervision and audit of the company’s business activities. According to the comprehensive risk management measures of China Unicom Group Finance Co., Ltd., the three lines of defense identify and evaluate relevant risks within their scope of responsibility, formulate corresponding risk control systems, operation processes and risk response measures according to the evaluation results and business characteristics, and separate, restrict and supervise the responsibilities of each department to jointly build the ability of risk identification and evaluation, Predict, evaluate and control risks.
The finance company has established the credit rating model and counterparty access system for corporate business, implemented quota management for some businesses, monitored the main risk indicators on a daily basis through the information system, and regularly evaluated the effectiveness of internal control, which has formed a relatively perfect risk management system.
(III) control activities
1. Fund management
The finance company strictly manages funds, and based on the principles of safety, liquidity and efficiency, gives priority to ensuring the settlement and payment needs, and then allocates assets.
In terms of capital plan, the finance company makes a comprehensive plan, overall coordination and overall arrangement according to the capital revenue and expenditure forecast of the group’s member units and the business development of each department of the company, prepares the monthly capital plan, monitors and forecasts on a daily basis, and effectively improves the implementation of capital plan and position management level. Analyze and summarize the implementation of the fund plan and the main existing problems every month, and constantly improve and improve them. Financial management procedures for interbank deposits of China Unicom Group Co., Ltd. (V3.0), and financial management procedures for interbank deposits of China Unicom Group Co., Ltd. (V3.0).
The finance company strictly carries out interbank deposit business within the access list of counterparties and the scope of interbank credit, inquires from banks according to the capital plan, follows the principles of capital security, liquidity and efficiency, and strictly performs the handling, review, review and approval process to ensure that the business process is reasonable and compliant.
In terms of interbank lending, the finance company has established an organizational system for interbank lending business. The financial market department is responsible for the specific operation of interbank lending business, the settlement business department is responsible for fund clearing, the risk management department is responsible for risk review, the planning and finance department is responsible for the accounting treatment of interbank lending business, and the company leader in charge of the financial market department is responsible for the final approval to effectively prevent the risk of interbank lending.
In terms of deposits of member units, the finance company strictly follows the principles of equality, voluntariness, fairness and good faith. Member units enjoy the ownership, use right and income right of deposits, and effectively ensure the safety of funds of member units in accordance with the relevant requirements of the people’s Bank of China. The deposit interest rate shall be subject to the interest rate pricing management rules deliberated and adopted at the general manager’s office meeting.
2. Credit business
The focus of the company’s credit business is to optimize the credit structure and financial assets, and improve the quality of credit assets. It has formulated the management measures for customer credit rating evaluation of China Unicom Group Finance Co., Ltd., the credit management measures of China Unicom Group Finance Co., Ltd., the management measures for working capital loan business of China Unicom Group Finance Co., Ltd., and the management measures for fixed asset loan business of China Unicom Group Finance Co., Ltd Measures for the management of e-commerce bill business of China Unicom Group Finance Co., Ltd., measures for the management of bill acceptance business of China Unicom Group Finance Co., Ltd., measures for the management of e-acceptance bill discount business of China Unicom Group Finance Co., Ltd., measures for the management of entrusted loan business of China Unicom Group Finance Co., Ltd Measures for the administration of guarantee business of China Unicom Group Finance Co., Ltd., measures for the administration of financial leasing business of China Unicom Group Finance Co., Ltd., measures for the administration of factoring business of China Unicom Group Finance Co., Ltd., measures for the administration of e-commerce bill discount business of extended industry chain financial services of China Unicom Group Finance Co., Ltd China Unicom Group Finance Co., Ltd. extended industrial chain financial service factoring business management measures and other systems to ensure the standardized operation of credit business.
At present, the finance company adopts the credit business system of “customer credit rating + comprehensive credit + interest rate pricing”. Combining customer credit rating, credit management and interest rate pricing, credit rating is not only the premise of credit approval and interest rate pricing, but also an important basis for the classification of customers of member enterprises. Interest rate pricing is the concrete implementation of credit policy and the basic application of credit rating results. Combined with the characteristics of financial companies, learn from the interest rate pricing model of commercial banks, ensure the consistency of interest rate management, credit management and credit rating, and take into account the management requirements of capital security, liquidity and profitability.
In principle, all member units that have credit business with the finance company must first be approved by the finance company according to the management measures for customer credit rating evaluation of China Unicom Group Finance Co., Ltd. and the credit management measures of China Unicom Group Finance Co., Ltd. the comprehensive credit line shall be reviewed by the credit review Committee of the finance company and submitted to the general manager for approval. The credit business department is responsible for the acceptance and investigation of credit business, carrying out pre loan due diligence, reviewing the authenticity of credit application materials, and writing investigation reports. The risk management department is responsible for credit review and risk evaluation, and objectively review the credit risk, credit rationality and compliance. The finance company scientifically and strictly verifies its comprehensive credit line according to the asset scale, production and operation, financial status, credit status, solvency and development prospect of its member units.
(1) Self operated loan
The finance company strictly implements the loan review separation, hierarchical review and the approval system of the general manager of the company. The loan business is under the jurisdiction of the credit business department. The risk management department is responsible for the review and supervision. The credit review committee has the final veto over the review decision of the loan business. The decision-making of the credit review committee shall comply with the principles of collective deliberation, voting and majority approval, and all opinions shall be recorded and archived.
Financial companies clearly specify the responsibilities of departments and posts, strictly enforce the work processes and standards of pre loan investigation, loan review and post loan inspection. The in loan review shall be independent, objectively reveal the business risks and scientifically and reasonably judge the business feasibility; The post loan inspection shall be recorded truthfully, the existing problems shall be fully and timely exposed, the problems shall not be concealed or covered up, and the risks shall be found and handled early.
(2) Bill discount
The finance company can carry out the bill discount business of member units in China Unicom Group and carry out the bill discount business of “one end out” under the requirements of external regulators. In business operation, it is strictly implemented in accordance with the administrative measures for electronic acceptance bill discount business of China Unicom Group Finance Co., Ltd. and the administrative measures for electronic commercial bill discount business of China Unicom Group Finance Co., Ltd. extending industrial chain financial services. There are clear process specifications for business application, review, approval, lending, collection and file storage, and the risk management department monitors the whole process, Effectively prevent risks.
(3) Bill acceptance
The bill acceptance business of the finance company is carried out in strict accordance with the business process specified in the management measures for bill acceptance business of China Unicom Group Finance Co., Ltd. Those that meet the acceptance conditions shall be submitted to the risk management department after business review by the credit business department, and the acceptance bill shall be issued after the deputy general manager in charge of credit business approves and signs opinions within the scope of authorization.
(4) Guarantee business
The guarantee business of the finance company is mainly non financing guarantee business, which is the guarantee provided to the holding subsidiary of the listed company (Unicom operation company) and its subsidiaries. The main products are performance guarantee, bid guarantee, etc. Following the principle of “legal compliance, transaction authenticity, risk prevention and income assurance”, the guarantee business is included in the credit management and the total amount control is implemented. After the business review by the credit business department, it shall be submitted to the risk management department. The company leader in charge of the credit business department shall handle the guarantee business after approval and signing opinions within the scope of authorization. The credit business department shall track and inspect the guarantee business. If it finds any matter that may affect the guaranteed’s performance of the contract or repayment of debts, it shall communicate with the risk management department in time to effectively prevent and resolve risks. 3. Entrusted loan
Entrusted loans belong to the intermediary business of the finance company. The finance company only charges handling fees and does not bear any form of loan risk.
Entrusted loans must be deposited before lending. The finance company shall collect the principal and interest of the principal and interest of the principal before transferring, and shall not advance funds, and the total amount of entrusted loans shall not exceed the total amount of entrusted deposits. Focus on examining whether the source of entrusted funds, the purpose of borrowing, the interest rate and term of entrusted loans comply with the provisions of national policies, and examine and approve in strict accordance with the internal process.
4. Securities investment business
The finance company carries out securities investment business, and scientifically sets up the control nodes of each post for the relevant business departments or posts involving securities investment in accordance with the principle of “separation of responsibilities and mutual checks and balances”, so as to make the responsibilities of key posts such as investment decision-making, transaction execution, clearing and settlement, accounting and risk control independent and effectively restrict and prevent business risks. At any time point, the investment proportion of the financial company shall not be higher than 70% of the total capital.
According to the business scope and business types specified by the CBRC, the finance company carries out investment business within the annual investment plan approved by the board of directors and approves it in strict accordance with the internal process. In order to ensure the timely transmission of risk information, the financial market department reports the relevant situation at the business analysis meeting every month to make the finance
